UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012~~

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM _______________ TO ______________~~

FOR THE TRANSITION PERIOD FROM _______________ TO ______________

COMMISSION FILE NUMBER: 000-52972

STALAR 2, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-1402651
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

317 Madison Ave., Suite 1520,
New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(212) 953-1544

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

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

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

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

☐ Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☑Smaller reporting company

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

At ~~August~~February 1012, ~~2012~~2013, 2,042,000 shares of the Registrant's Common Stock and no shares of the Registrant's Preferred Stock were issued and outstanding.

-1-

TABLE OF CONTENTS
	PART I: FINANCIAL INFORMATION
		Page
Item 1	Unaudited Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1210
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1411
Item 4	Controls and Procedures	1412
	PART II: OTHER INFORMATION
Item 1	Legal Proceedings	1412
Item 1A	Risk Factors	1412
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1412
Item 3	Defaults Upon Senior Securities	1412
Item 5	Other Information	1412
Item 6	Exhibits	1513
	SIGNATURES	1513

-2-

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STALAR 2, INC.

(A Development Stage Company)

INDEX TO INTERIM FINANCIAL STATEMENTS (Unaudited)

INTERIM FINANCIAL STATEMENTS (Unaudited)	Page No.
Interim Balance Sheets June, 2012 and September 30, 2011 (Audited)	4
Interim Balance Sheets December 31, 2012 and September 30, 2012 (Audited)	4
Interim Statements of Operations For the nine months ended June 30, 2012 and 2011; for the period November 13, 2007, (inception) to June 30, 2012; and for the three months ended June 30, 2012 and 2011	5 5 6
Interim Statements of Operations For the three months ended December 31, 2012 and 2011 and for the period November 13, 2007, (inception) to December 31, 2012	5 5
Interim Statements of Cash Flows For the nine months ended June 30, 2012 and 2011; and for the period November 13, 2007, (inception) to June 30, 2012	7 7
Interim Statements of Cash Flows For the three months ended December 31, 2012 and 2011 and for the period November 13, 2007, (inception) to December 31, 2012	6 6
Interim Statement of Changes in Stockholders’ Deficit For the period November 13, 2007, (inception) to June 30, 2012	8
Interim Statement of Changes in Stockholders’ Deficit For the period November 13, 2007, (inception) to December 31, 2012	7
Notes to Interim Financial Statements	98 - 119

-3-

STALAR 2, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

	June 30,			September 30,
	December 31,			September 30,
	2012			~~2011~~2012
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	4127		$	4127
Total current assets	$	127		$	127
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2728,~~385~~719		$	1926,~~740~~882
Loan payable – President	$	5058,~~782~~556		$	4655,~~771~~502
Total current liabilities	$	7887,~~167~~275		$	6682,~~511~~384
Stockholders' deficit
Preferred stock - $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		-			-
Common stock - $0.0001 par value; 75,000,000 shares authorized; 2,042,000 issued and outstanding		204			204
Additional paid-in capital		1,676			1,676
Deficit accumulated during the development stage		(8089,~~043~~028	)		(6884,~~387~~137	)
Total stockholders' deficit		(7887,~~163~~148	)		(6682,~~507~~257	)
	$	4127		$	4127

Going Concern (Note C)

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

-4-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended						November 13, 2007
	Three Months Ended						November 13, 2007
	June 30,						(Inception) to
	December 31,						(Inception) to
	2012			2011			~~June~~December 3031, 2012
Revenues	$	-		$	-		$	-
General and administrative expenses
Professional fees		104,~~081~~424			162,~~438~~762			7078,~~920~~627
Organization costs		-			-			3,441
Interest expense		~~1,190~~467			~~974~~398			45,~~127~~045
Sundry		~~385~~-			~~325~~44			1,~~555~~915
		11,656			17,737			80,043
		4,891			3,204			89,028
Net loss for the period	$	(114,~~656~~891	)	$	(173,~~737~~204	)	$	(8089,~~043~~028	)
Loss per common share: basic and diluted	$	(0.006	)	$	(0.009	)
Loss per common share:
basic and diluted	$	(0.0024	)	$	(0.0015	)
Weighted average number of common shares outstanding, basic and diluted		2,042,000			2,042,000

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

-5-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

(Unaudited)

	Three Months Ended						November 13, 2007
	June 30,
	December 31,						(Inception) to
	2012			2011			December 31, 2012
Revenues	$	-		$	-
Cash flows from operating activities:
General and administrative expenses
Net loss for the period	$	(4,891	)	$	(3,204	)	$	(89,028	)
Professional fees		6,508			925
Adjustments to reconcile net loss to net cash used in operating activities:
Interest expense		398			380
Common stock issued for services		-			-			780
Sundry		-			-
Increases (decreases) in cash flows from operating activities resulting from changes in:
		6,906			1,305
Accounts payable and accrued expenses		1,837			(446	)		28,719
Net loss for the period	$	(6,906	)	$	(1,305	)
Net cash used in operating activities		(3,054	)		(3,650	)		(59,529	)
Loss per common share: basic and diluted	$	(0.0034	)	$	(0.0006	)
Cash flows from financing activities:
Weighted average number of common shares outstanding, basic and diluted		2,042,000			2,042,000
Proceeds from issuance of common stock		-			-			1,100
Loans from President		3,054			3,646			58,556
Net cash provided by financing activities		3,054			3,646			59,656
Net increase (decrease) in cash		-			(4	)		127
Cash, beginning of period		127			4			-
Cash, end of period	$	127		$	-		$	127
Supplemental cash flow information:
Non-cash financing activities:
Common stock issued for services	$	-		$	-		$	780

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

-6-

STALAR 2, INC.

(A Development Stage Company)

INTERIM ~~STATEMENTS~~STATEMENT OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Nine Months Ended						November 13, 2007
										Deficit
	June 30,						(Inception) to
										Accumulated
	2012			2011			June 30, 2012
							Additional			During
Cash flows from operating activities:
							Paid-in			Development
Net loss for the period	$	(11,656	)	$	(17,737	)	$	(80,043	)
	Shares			Amount			Capital			Stage			Total
Adjustments to reconcile net loss to net cash used in operating activities
Shares issued at inception, November 13, 2007		-		$	-		$	-		$	-		$	-
Common stock issued for services		-			-			780
Shares issued for cash, at par $.0001		2,000,000			200			-			-			200
Increases in cash flows from operating activities resulting from changes in:
Net loss for the period		-			-			-			(12,293	)		(12,293	)
Accounts payable and accrued expenses		7,645			4,350			27,385
Balance, September 30, 2008		2,000,000			200			-			(12,293	)		(12,093	)
Net cash used in operating activities		(4,011	)		(13,387	)		(51,878	)
Shares issued for cash, valued at $.04 per share		22,500			2			898			-			900
Cash flows from financing activities:
Net loss for the year		-			-			-			(20,999	)		(20,999	)
Proceeds from issuance of common stock		-			-			1,100
Balance, September 30, 2009		2,022,500			202			898			(33,292	)		(32,192	)
Loans from President		4,011			15,090			50,782
Shares issued for services valued at $.04 per share		19,500			2			778			-			780
Net cash provided by financing activities		4,011			15,090			51,882
Net loss for the year		-			-			-			(14,116	)		(14,116	)
Net increase in cash		-			1,703			4
Balance, September 30, 2010		2,042,000			204			1,676			(47,408	)		(45,528	)
Cash, beginning of period		4			177			-
Net loss for the year		-			-			-			(20,979	)		(20,979	)
Cash, end of period	$	4		$	1,880		$	4
Balance, September 30, 2011		2,042,000			204			1,676			(68,387	)		(66,507	)
Supplemental cash flow information:
Net loss for the year		-			-			-			(15,750	)		(15,750	)
Non-cash financing activities:
Balance, September 30, 2012		2,042,000			204			1,676			(84,137	)		(82,257	)
Common stock issued for services	$	-		$	-		$	780
Net loss for the period		-			-			-			(4,891	)		(4,891	)
Balance, December 31, 2012		2,042,000		$	204		$	1,676		$	(89,028	)	$	(87,148	)

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

-7-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

							Deficit
							Accumulated
					Additional		During
					Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Shares issued at inception, November 13, 2007		-	$	-	$	-	$	-		$	-
Shares issued for cash, at par $.0001		2,000,000		200		-		-			200
Net loss for the period		-		-		-		(12,293	)		(12,293	)
Balance, September 30, 2008		2,000,000		200		-		(12,293	)		(12,093	)
Shares issued for cash, valued at $.04 per share		22,500		2		898		-			900
Net loss for the year		-		-		-		(20,999	)		(20,999	)
Balance, September 30, 2009		2,022,500		202		898		(33,292	)		(32,192	)
Shares issued for services valued at $.04 per share		19,500		2		778		-			780
Net loss for the year		-		-		-		(14,116	)		(14,116	)
Balance, September 30, 2010		2,042,000		204		1,676		(47,408	)		(45,528	)
Net loss for the year		-		-		-		(20,979	)		(20,979	)
Balance, September 30, 2011		2,042,000		204		1,676		(68,387	)		(66,507	)
Net loss for the period		-		-		-		(11,656	)		(11,656	)
Balance, June 30, 2012		2,042,000	$	204	$	1,676	$	(80,043	)	$	(78,163	)

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

-8-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~JUNE~~December 3031, 2012

(Unaudited)

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION

The accompanying unaudited interim financial statements as of ~~June~~December 3031, 2012 and for the three ~~and nine~~ months ended ~~June~~December 3031, 2012 and 2011 and for the period from November 13, 2007 (inception) to ~~June~~December 3031, 2012 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, (“SEC”), including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the audited ~~financial~~ financial statements and explanatory notes for the year ended September 30, ~~2011~~2012 and for the period November 13, 2007, (inception), to September 30, ~~2011~~2012 as disclosed in the Company's 10-K for that period as filed with the SEC.

The results of the period ended ~~June~~December 3031, 2012 are not necessarily indicative of the results to be expected for the year ending September 30, ~~2012~~2013, the Company’s fiscal year end.

STALAR 2, Inc. (‟the Company‟), was incorporated in the State of Delaware on November 13, 2007. The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations. The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been engaged in organizational efforts, obtaining initial financing and on June 11, 2012 entered into a Reorganization Agreement. This Reorganization Agreement was terminated, effective January 31, 2013, see ~~Note~~Notes F and G.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loss Per Share

The Company uses Topic 260, “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. 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 shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

~~-9-~~NOTE C – GOING CONCERN

The accompanying unaudited interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and, at December 31, 2012 had working capital deficiency of $87,148, and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying unaudited interim financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

-8-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~JUNE~~December 3031, 2012

(Unaudited)

NOTE C – GOING CONCERN

The accompanying unaudited interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying unaudited interim statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE D - RELATED PARTY TRANSACTIONS

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to Steven R. Fox, President and a director, for total proceeds of $200.

Loan Payable - President

Steven R. Fox, President and a director of of the Company, has advanced funds to the Company to cover cash requirements. The loan is unsecured and is payable on demand with interest at the prime rate of 3.25% at ~~June~~December 3031, 2012. Accrued interest for the quarter of $467 (December 30, 2011 - $398), and since inception of $5,045, has been included in accounts payable and accrued expenses.

NOTE E – EQUITY TRANSACTIONS

In January 2009, the Company issued 22,500 shares of common stock to unrelated parties at a per share price of $.04, pursuant to a Common Stock offering, for total cash proceeds of $900.

In January 2010, the Company issued 19,500 shares of common stock for services valued at $.04 per share, for a total value of $780.

NOTE F - REORGANIZATION AGREEMENT

The Company previously entered into a Reverse Merger Agreement with Tennessee Materials, Inc. on September 28, 2011. Effective May 30, 2012, the Company elected to terminate this agreement with Tennessee Materials, Inc.

On June 11, 2012, the Company entered into a Reorganization Agreement (“Agreement”) with Low Carbon Technologies International, Inc., a British Columbia corporation (“LCTI”) and a consulting and management agreement with Entropy Partners LLC.

-10-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

JUNE 30, 2012

(Unaudited)

NOTE F- REORGANIZATION AGREEMENT (Continued)

Pursuant to the Agreement, (a) the Company will approve the increase in the authorized capital stock of the Company from 75,000,000 shares of common stock to 300,000,000 with the existing 25,000,000 shares of preferred stock, (b) the Company will acquire 100% of Low Carbon Technologies, Inc. a Wyoming corporation, a wholly-owned subsidiary of LCTI, (c) LCTI will acquire approximately 70% interest in the securities of the Company, and (d) Entropy Partners LLC will acquire approximately a 26.5% interest in the securities of the Company. At closing, 25,200,000 shares of common stock of the Company will be delivered to LCTI and 9,160,000 shares of common stock of the Company will be delivered to Entropy Partners LLC. The parties acknowledge that 42,000 shares held by a total of approximately 45 shareholders of the Company remain unchanged by the terms of this Agreement. The principals of LCTI will be elected to the board of directors of the Company and the name of the Company will be changed.

~~-11-~~On December 28, 2012, the Company and LCTI, pursuant to an amendment of the Agreement, extended the closing date until January 31, 2013.

NOTE G – SUBSEQUENT EVENT

On January 31, 2013 the Company elected to terminate the Reorganization Agreement with LCTI, see Note F, effective January 31, 2013. LCTI was not able to consummate the provisions of the Agreement on January 31, 2013, and no extension of the Agreement is currently being negotiated.

-9-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on form 10-K for the year ended September 30, ~~2011~~2012 and in any press releases and other communications to shareholders that may be issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Overview and Plan of Operation

Stalar 2, Inc. ("we", "us", "our", the "Company" or the "Registrant") was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended ~~June~~December 3031, 2012, nor for the period November 13, 2007 (inception) to ~~June~~December 3031, 2012 and has no operations as of the date of this filing. The Company was formed as a vehicle to pursue a business combination and has made numerous efforts to date to identify a possible business combination. The business purpose of the Company is to seek the acquisition of, or merger with, an existing operating company.

Currently our Company would be defined as a "shell" company, an entity which is generally described as having no or nominal operations and no or nominal assets. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

Effective on ~~May~~January 3031, ~~2012~~2013, and as reported on Form 8-K, filed on ~~June~~January 231, ~~2012~~2013, the Company terminated its ~~Reverse Merger Agreement~~Reorganization Agreement with ~~Tennessee~~Low ~~Materials~~Carbon Technologies International, Inc., a British Columbia corporation.

OnOur ~~June~~principal ~~11,~~business ~~2012,~~objective for the ~~Company~~next ~~entered into~~12 amonths ~~Reorganization~~and ~~Agreement~~beyond ~~(the~~such ~~“Reorganization~~time ~~Agreement”)~~will ~~with~~be ~~Low~~to ~~Carbon~~achieve ~~Technologies~~long-term ~~International,~~growth ~~Inc., a~~potential ~~British~~through ~~Columbia~~a ~~corporation~~combination ~~(“LCTI”),~~with ~~pursuant~~an tooperating business. ~~which~~The ~~the~~ Company will ~~acquire~~not ~~Low~~restrict ~~Carbon~~our ~~Technologies,~~potential ~~Inc.~~candidate ~~a Wyoming~~target ~~corporation~~companies ~~and~~to aany ~~wholly-owned~~specific ~~subsidiary~~business, ofindustry ~~LCTI~~or ~~(“LCTI-Wyoming”)~~geographical location inand, ~~consideration for 25~~thus,~~200,000~~ ~~shares~~may ~~of the~~acquire ~~Company’s~~any ~~common~~type ~~stock~~of tobusiness. beWe ~~delivered~~may toconsider ~~LCTI~~a ~~and~~business ~~9,160,000~~which ~~shares~~has ofrecently ~~common~~commenced ~~stock~~operations, ofis ~~the~~a developing ~~Company~~company ~~will~~in beneed ~~delivered to~~of ~~Entropy~~additional ~~Partners,~~funds ~~LLC,~~for atexpansion ~~closing.~~into ~~Further,~~new ~~the~~products ~~parties~~or ~~acknowledged that 42~~markets,~~000~~ ~~shares~~is ~~held~~seeking byto develop a ~~total~~new ofproduct or ~~approximately~~service, ~~45 shareholders~~or ofis ~~the~~an ~~Company~~established ~~will~~business ~~remain~~which ~~unchanged~~may bybe ~~the~~experiencing ~~terms~~financial ofor ~~the~~operating ~~Reorganization~~difficulties ~~Agreement.~~and Atis ~~closing,~~in ~~principals~~need of ~~LCTI~~additional ~~will~~capital. beIn ~~elected to~~ the ~~board~~alternative, ofa ~~directors~~business ofcombination ~~the~~may ~~Company~~involve ~~and~~ the ~~name~~acquisition of, ~~the~~or ~~Company~~merger ~~will~~with, bea ~~changed.~~company ~~The~~which ~~closing~~does ofnot ~~the proposed~~need ~~transaction~~substantial ~~with~~additional ~~LCTI and LCTI-Wyoming shall be mutually agreed upon by the parties~~capital, but ~~shall~~which ~~occur~~desires asto ~~soon~~establish asa ~~possible~~public ~~after the~~trading ~~execution~~market offor ~~the~~its ~~Reorganization~~shares, ~~Agreement~~while ~~and~~avoiding, ~~upon~~among ~~completion~~other things, ~~of an amendment to~~ the ~~Company’s~~time ~~Certificate~~delays, ofsignificant ~~Incorporation~~expense, and ~~completion~~loss of ~~the~~voting ~~audited~~control ~~LCTI-Wyoming~~which ~~financial~~may ~~statements,~~occur ~~unless~~in ~~the~~a ~~parties~~public ~~otherwise mutually agree in writing~~offering.

-1210-

~~Our~~Any ~~principal~~target business that is selected ~~objective~~may ~~for~~be ~~the~~a ~~next~~financially 12unstable ~~months~~company ~~and~~or ~~beyond~~an ~~such~~entity ~~time~~in ~~will~~its beearly ~~(i)~~stages ~~achieve~~of ~~long-term~~development or growth, ~~potential~~including ~~through~~entities awithout ~~reorganization pursuant~~established torecords ~~the~~of ~~Reorganization~~sales ~~Agreement~~or earnings. In that event, orwe ~~(ii)~~will ifbe ~~the~~subject ~~transactions~~to ~~contemplated~~numerous byrisks inherent in the ~~Reorganization~~business ~~Agreement~~and ~~are~~operations ~~not~~of ~~consummated,~~financially ~~achieve~~unstable ~~long-term~~early ~~growth~~stage or potential ~~through~~emerging growth companies. In addition, we may effect a business combination with ~~another~~an ~~operating~~entity ~~business.~~in an Ifindustry ~~the~~characterized ~~latter~~by a high level of risk, ~~the~~and, ~~Company~~although our management will ~~not~~endeavor ~~restrict our~~to ~~potential~~evaluate ~~candidate~~the ~~target~~risks ~~companies~~inherent toin a ~~any~~particular ~~specific~~target business, ~~industry~~there orcan ~~geographical~~be ~~location~~no ~~and,~~assurance ~~thus,~~that ~~may~~we ~~acquire~~will ~~any type~~properly ofascertain ~~business~~or assess all significant risks.

We presently have no employees apart from our management. Our only two officers are engaged in outside business activities and will continue to devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination ~~with LCTI and LCTI-Wyoming, or another target business in the event the Reorganization Agreement is not successfully consummated~~.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors. Other than administrative expenses, there are no known or currently predicted demands on the Company’s liquidity. The Company has currently made no commitments to any capital expenditures.

Liquidity and Capital Resources

As of ~~June~~December 3031, 2012, we had no capital resources. We currently do not engage nor intend to engage in any business activities that provide cash flow until we enter into a successful business combination.

The Company has no operations and is actively seeking tomerger, ~~consummate~~reverse ~~its~~merger, ~~proposed~~acquisition ~~transaction~~or ~~pursuant~~business tocombination ~~the~~opportunities ~~Reorganization~~with ~~Agreement~~an operating business or other financial transaction opportunities. Until ~~such~~a transaction is effectuated, the Company does not expect to have significant operations. Until ~~The~~the Company completes a merger, reverse merger or other financial transaction, the Company expects to continue to incur a loss of between $2,500 and $6,500, per quarter. The Company expects that these costs will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.

Management’s Discussion and Analysis or Plan of Operations

The Company was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended ~~June~~December 3031, 2012, nor for the period November 13, 2007 (inception) to ~~June~~December 3031, 2012 and has no operations as of the date of this filing.

General and administrative expenses ~~(i)~~ were $114,~~656~~891 for the ~~nine~~three months ended ~~June~~December 3031, 2012 compared to $173,~~737~~204 for the ~~nine~~three month period October 1, ~~2010 to June 30,~~ 2011; ~~(ii) were $6,906 for the three months ended June 30, 2012 compared~~ to ~~$1,305 for the three month period March~~ December 31, 2011 ~~to June 30~~, ~~2011;~~ and ~~(iii)~~ were $8089,~~043~~028 for the period November 13, 2007 (inception) to ~~June~~December 3031, 2012. General and administrative expenses consist primarily of professional fees, organizational costs and interest expenses. We had a net loss of $64,~~906~~891 for the ~~third~~first fiscal quarter compared to a net loss of $13,~~305~~204 for the period ~~March~~October 311, 2011 to ~~June~~December 3031, 2011. The results for the periods presented were not significantly affected by inflation.

Off-balance Sheet Arrangements

As of ~~June~~December 3031, 2012, there were no off balance sheet arrangements.

Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no revenues and have generated no operations.

In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include seeking a merger with an existing operating company.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the “Company Overview and Plan of Operations” above and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 4. CONTROLS AND PROCEDURES

Our Principal Executive Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure.

Our Principal Executive Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that, as of ~~June~~December 3031, 2012, our disclosure controls and procedures were effective in providing a reasonable level of assurance that the information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~June~~December 3031, 2012 there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A- RISK FACTORS

A smaller reporting company is not required to provide the information required for this item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

None

ITEM 5 - OTHER INFORMATION

(a) There was no information we were required to disclose in a report on Form 8-K during the ~~third~~first quarter of our fiscal year, ending ~~June~~December 3031, 2012, or subsequent ~~period~~ period through the date hereof, which was not so reported.

(b) Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company is no longer a "shell" company of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

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We have adopted a Code of Ethics that applies to all of our executive officers, directors and employees. Our Code of Ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company.

We currently do not have any procedures by which security holders may recommend nominees to the registrant's board of directors. We will not, in all likelihood, establish such procedures until such time as the Company is no longer a "shell" company, a circumstance of which there can be no assurance.

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ITEM 6 - EXHIBITS

	Exhibit
	Number	Exhibit Title
	3.1	Certificate of Incorporation*
	3.1(i)	Certificate of Correction to Certificate of Incorporation*
	3.2	Bylaws*
	14.1	Code of Ethics**
	31.1	Certification of Steven R. Fox, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)
	31.2	Certification of Steven R. Fox, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)
	32	Certification of Steven R. Fox, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
	* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007 ** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009
	101.INS	XBRL Instance
	101.SCH	XBRL Schema
	101.CAL	XBRL Calculation
	101.DEF	XBRL Definition
	101.LAB	XBRL Label
	101.PRE	XBRL Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		STALAR 2, INC.
	Date: August 10, 2012	By /s/ Steven R. Fox
	Date: February 13, 2013	By /s/Steven R. Fox
		Steven R. Fox, President and Director

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Filing Compare · Stalar 2, Inc.