U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1

                                 Amendment No. 1

|X|   Annual Report  Pursuant to Section 13 or 15(D) of the Securities  Exchange
      Act of 1934 for the fiscal year ended December 31, 2005.

|_|   Transition Report Under Section 13 or 15(D) of the Securities Exchange Act
      of 1934 for the transition period from _____ to _____

                        Commission file number: 000-26017

                            INTERNATIONAL STAR, INC.
        (Exact name of Small Business Issuer as specified in its charter)

                 NEVADA                                    86-0876846
     (State or other jurisdiction              (IRS Employer Identification No.)
   of incorporation or organization)

             2405 Ping Drive
           Henderson, NV 89074                               89074
(Address of principal executive offices)                  (Zip Code)

         Issuer's telephone number, including area code: (702) 897-5338
       Securities registered under Section 12(b) of the Exchange Act: None

      Securities registered under Section 12(g) of the Exchange Act: Common
                        Stock, par value $0.001 per share

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year ended December 31, 2005,
was $0.

Based on the closing sale price of $0.045 on December 30,  2005,  the  aggregate
market value of the voting stock held by  non-affiliates  of the  registrant was
$6,124,566.56

As of March 31, 2006, there were 214,577,710  shares of the registrant's  Common
Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                            INTERNATIONAL STAR, INC.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2005

                                TABLE OF CONTENTS

PART I ......................................................................  1
ITEM 1.  BUSINESS ...........................................................  3
    ITEM 2.  DESCRIPTION OF PROPERTY ........................................  7
    ITEM 3.  LEGAL PROCEEDINGS .............................................. 11
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 11
PART II ..................................................................... 12
    ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
             SMALL ISSUER PURCHASES OF EQUITY SECURITIES .................... 12
    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION .... 16
    ITEM 7.  FINANCIAL STATEMENTS ........................................... 21
    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE ....................................... 33
       ITEM 8A. CONTROLS AND PROCEDURES ..................................... 33
       ITEM 8B. OTHER INFORMATION ........................................... 34
PART III .................................................................... 34
    ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT .............. 34
Common stock issued for cash.  November 29, 2004
    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 39
    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................. 41
    ITEM 13. EXHIBITS ....................................................... 41


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<PAGE>

                                     PART I

                                EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 10-KSB ("Form  10KSB/A-1") for
the year ended  December  31,  2005,  initially  filed with the  Securities  and
Exchange  Commission ("SEC") on April 14, 2006 (the "Original Filing") reflects,
among other things,  a restatement of the Financial  Statements of International
Star, Inc. as discussed in Note K to the Financial Statements.

This Form  10-KSB/A-1  only amends and restates Items 5, 7, 8A, 12 and 13 of the
Original Filing and we have revised  language in certain of these Items from the
Original  Filing to reflect the  restatement  of our  Financial  Statements.  As
explained  in Note K of our  restated  financial  statements  for the year ended
December  31, 2005,  we have  restated our  financial  statements  to correct an
accounting  error in the recording of mineral  exploration  costs and additional
paid in capital. Item 5 was amended to correct for an error in our disclosure of
certain  recent  sales  of our  unregistered  securities;  Item 7  reflects  our
restated  financial  statements;  Item  8A  elaborates  on a  material  weakness
identified in our  evaluation of our internal  controls,  Item 12 was amended to
disclose a related  transactions  with our executive  officers;  and Item 13 was
amended  to  file  as  exhibits  hereto,  all  amendments  to  our  Articles  of
Incorporation  that was not previously filed as an exhibit to our prior periodic
reports.

The amendment of portions of any Item  identified  above does not imply that the
entirety of such Item has changed since the Original Filing. For the convenience
of the  reader,  this  Form  10-KS/A-1  sets  forth the  Original  Filing in its
entirety.  However,  this Form  10-KSB/A-1 only amends and restates the specific
portions of the Original Filing  identified  above, and no other  information in
the Original Filing is amended hereby. Furthermore,  except as set forth herein,
none of the foregoing items,  nor any other portion of the Original Filing,  has
been updated to reflect  other events  occurring  after the date of the Original
Filing, or to modify or update those disclosures  affected by subsequent events.
Pursuant to the rules of the SEC, currently dated  certifications from our Chief
Executive  Officer  and  Chief  Financial  Officer  are  attached  to this  Form
10-KSB/A-3 as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively.

The Original  Filing was filed with the  Securities  and Exchange  Commission to
cover our reporting  requirements under the Securities Exchange Act of 1934 (the
"1934 Act") for our fiscal year ended December 31, 2005.


                                       1
<PAGE>

                           FORWARD LOOKING STATEMENTS

This Form 10-KSB,  the other reports,  statements,  and information that we have
previously  filed  or that we may  subsequently  file  with the  Securities  and
Exchange Commission and public announcements that we have previously made or may
subsequently  make  include,  may  include,  incorporate  by  reference  or  may
incorporate  by  reference   certain   statements  that  may  be  deemed  to  be
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. These  forward-looking  statements relate to such
matters as, among other things, our anticipated financial performance,  business
prospects,  technological  developments,  new products,  future  distribution or
license rights,  international expansion,  possible strategic alternatives,  new
business concepts, capital expenditures, consumer trends and similar matters.

Forward  looking  statements   necessarily  involve  known  and  unknown  risks,
uncertainties  and other  factors that may cause our actual  results,  levels of
activity,  performance,  or  achievements  to be materially  different  from any
future results,  levels of activity,  performance,  or achievement  expressed or
implied by such  forward-looking  statements.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"could," "intend," "expect," "anticipate," "assume",  "hope", "plan," "believe,"
"seek," "estimate," "predict,"  "approximate,"  "potential," "continue",  or the
negative of such terms.  Statements including these words and variations of such
words, and other similar expressions,  are forward-looking statements.  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable  based  upon our  knowledge  of our  business,  we cannot  absolutely
predict or guarantee our future  results,  levels of activity,  performance,  or
achievements.  Moreover,  neither we nor any other person assumes responsibility
for the accuracy and completeness of such statements.

We note that a variety of factors could cause our actual  results and experience
to  differ  materially  from  the  anticipated  results  or  other  expectations
expressed in our  forward-looking  statements.  The risks and uncertainties that
may affect the operations, performance,  development and results of our business
include,  but are not limited to, the  following:  changes in consumer  spending
patterns;  changes in consumer preferences and overall economic conditions;  the
impact of competition and pricing;  the financial condition of the suppliers and
manufacturers  from whom we  source  our  merchandise;  economic  and  political
instability in foreign  countries or restrictive  actions by the  governments of
foreign  countries  in which  suppliers  and  manufacturers  from whom we source
products are located or in which we may actually conduct or intend to expand our
business;  changes in tax laws, or the laws and regulations  governing direct or
network  marketing  organizations;  our  ability  to hire,  train  and  retain a
consistent  supply of  reliable  and  effective  participants  in our  direct or
network marketing operation; general economic, business and social conditions in
the United States and in countries from which we may source  products,  supplies
or customers;  the costs of complying  with changes in applicable  labor laws or
requirements,  including without limitation with respect to health care; changes
in the costs of interest rates,  insurance,  shipping and postage,  energy, fuel
and other business utilities; the reliability,  longevity and performance of our
licensors and others from whom we derive  intellectual  property or distribution
rights  in our  business;  the risk of  non-payment  by,  and/or  insolvency  or
bankruptcy of, customers and others owing indebtedness to us; threats or acts of
terrorism or war; and strikes,  work stoppages or slow downs by unions affecting
businesses  which  have an impact on our  ability to  conduct  our own  business
operations.

Forward-looking  statements  that we make,  or that are  made by  others  on our
behalf with our  knowledge and express  permission,  are based on a knowledge of
our business and the environment in which we operate, but because of the factors
listed  above,  actual  results  may differ  from  those in the  forward-looking
statements.  Consequently,  these  cautionary  statements  qualify  all  of  the
forward-looking  statements we make herein. We cannot assure the reader that the
results  or  developments  anticipated  by us  will  be  realized  or,  even  if
substantially  realized,  that those results or developments  will result in the
expected consequences for us or affect us, our business or our operations in the
way we  expect.  We  caution  readers  not to  place  undue  reliance  on  these
forward-looking  statements,  which  speak  only as of  their  dates,  or on any
subsequent  written and oral  forward-looking  statements  attributable to us or
persons acting on our behalf are expressly  qualified in their entirety by these
cautionary  statements.  We do not undertake any obligation to release  publicly
any  revisions  to  such   forward-looking   statements  to  reflect  events  or
circumstances  after the date hereof or thereof or to reflect the  occurrence of
unanticipated events.


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<PAGE>

ITEM 1. BUSINESS

Our Background and Business Development

International  Star,  Inc.  ("us",  "we",  "our" or the "Company") was organized
under the laws of the State of Nevada on October 28, 1993 as Mattress Showrooms,
Inc. In 1997,  we changed our corporate  name to  International  Star,  Inc. and
became engaged in the business of  construction,  sale and operation of state of
the art waste management systems, specializing in turnkey systems for management
of  hospital,   industrial,   petroleum,  chemical  and  municipal  solid  waste
collection systems. Despite our efforts, we were unable to develop this business
beyond  the  start-up  stage.   Following  our  unsuccessful  venture  in  waste
management,  we refocused our business  efforts on mineral  exploration in 1998.
Currently,  we are  primarily  engaged in the  acquisition  and  exploration  of
precious metals mineral properties. Since 1998, we have examined various mineral
properties  prospective  for  precious  metals and  minerals  and have  acquired
interests  in those we believe may contain  precious  metals and  minerals.  Our
properties  are  located in  Arizona.  We have not  established  that any of our
properties  contain reserves.  A reserve is that part of a mineral deposit which
could be  economically  and  legally  extracted  or  produced at the time of the
reserve  determination.  Further  exploration  will  be  needed  before  a final
determination  can be made  whether  any  property is  economically  and legally
feasible.  Therefore,  at present we have no reserves and no income from mineral
production

On March 2, 1998, we entered into a Mining  Property  Lease  Agreement  with Mr.
James R. Ardoin  pursuant to which Mr. Ardoin leased to our Company the Detrital
Wash mineral  claims  located  around mile marker 22 on Hwy 93,  Mohave  County,
Arizona for the purpose of exploring for minerals,  and if minerals are found on
the lands leased to us pursuant to this lease,  for the  extraction,  treatment,
and sale of such Minerals. In exchange, we agreed to pay Mr. Ardoin a production
royalty  equal to two  percent  (2%) of Net  Smelter  Returns (as defined in the
Mining Property Lease). The term of this lease is for 20 years, although we have
the option to renew the lease for successive 20 year terms.

In September  2000,  we acquired  from Gold  Standard  Mines Inc. 51 lode mining
claims  located in the Wikieup  mining  district,  Mohave  County,  Arizona (the
"Wikieup  Property") and the exclusive  rights to an extraction  process for the
recovery of precious metals from the Wikieup  Property that was developed by the
claim owner. We have not had the extraction process verified independently. This
acquisition was completed on March 26, 2001 and the  consideration was 1,000,000
restricted  common stock shares having an aggregate  value of $400,000 as of the
date of the agreement.  In exchange, we received a notarized Quit Claim deed for
all rights,  interest and title to 51 lode Mining Claims which was  subsequently
recorded at the BLM office in Phoenix,  Arizona and at Mohave County in Kingman,
Arizona.

On October 15, 2001, we announced  the  formation of a wholly owned  subsidiary,
Qwik Track,  Inc. to engage in web-based  information  distribution  services to
provide  timely  and  accurate  thoroughbred  handicapping  analytical  data and
statistical  information to the international account wagering market.  However,
due to our limited  finances and lack of funding,  we have suspended the further
development  of  Qwik-Track,  Inc. for an indefinite  period.  As a result,  the
Nevada  Secretary of State has, as of November 11, 2005,  revoked the  corporate
status of Quik Track, Inc. under the laws of the State of Nevada.


                                       3
<PAGE>

Effective  October 1, 2002, we acquired Pita King Bakeries  International,  Inc.
("Pita King").  Up until we dissolved our business  relationship with Pita King,
this company operated as our wholly-owned  subsidiary  engaged in the production
and marketing of a variety of pita breads and chips. However,  effective January
1, 2004,  we and the  principals  of Pita King  mutually  agreed to dissolve our
business  relationship  pursuant  to a Mutual  Agreement  to  Dissolve  Business
Relationship  (the  "Dissolution  Agreement").  Pursuant  to  the  terms  of the
Dissolution Agreement,  we forgave a debt owing from Pita King to our Company in
the aggregate amount of $35,000 and in exchange,  the principals and officers of
Pita King agreed to return  4,000,000 shares of our common stock that was issued
in connection  with our  acquisition  of Pita King. We agreed that the remaining
139,500 shares of our common stock that was issued to the original  shareholders
of Pita King in  connection  with the  acquisition  would remain the property of
such  shareholders  and would be unaffected by the Dissolution  Agreement.  As a
result, Pita King no longer operates as our wholly-owned subsidiary.

On January 10, 2006, we entered into a joint venture agreement (the "Agreement")
with Resolve Capital Funding Corporation,  Inc. ("Resolve") for the formation of
Star-Resolve  Detrital  Wash,  LLC to engage in the  development  and commercial
exploitation of the Detrital Wash Property. Each of Resolve and our Company will
have a 50%  membership  interest  in  Star-Resolve  Detrital  Wash,  LLC. As our
capital  contribution  to the joint venture,  upon the formation of Star-Resolve
Detrital  Wash,  LLC, we are required to  contribute  our mineral  rights in the
Detrital Wash  Property  under a mining  property  lease.  As Resolve's  capital
contribution  to  Star-Resolve  Detrital  Wash,  LLC,  Resolve  is  required  to
contribute  600,000 Canadian  Dollars,  equivalent to  approximately  US$518,000
translated into U.S. Dollars using current  exchange rate,  within 60 to 90 days
of the Joint Venture's  formation.  In addition,  Resolve is required to use its
best efforts to manage  Star-Resolve  Detrital  Wash,  LLC,  including,  without
limitation,  providing  Star-Resolve  Detrital  Wash,  LLC  with  access  to its
industry related  contracts and its expertise in the commercial  exploitation of
mineral  rights.  Resolve will be the exclusive  managing member of Star-Resolve
Detrital Wash, LLC.

Pursuant to the  Agreement,  the operating  agreement of  Star-Resolve  Detrital
Wash,  LLC  shall  provide  that  prior to the  sale or  transfer  of a  party's
membership interest,  that party must obtain the other member's consent and then
give such member the opportunity to purchase the membership interest on the same
terms of the proposed sale.

We further  agreed that we will grant to Resolve a right of first  refusal  with
respect to any  transaction  with a third party in which we agree to (i) explore
or  exploit  any other  land,  jointly  with such  third  party;  or (b) sell or
otherwise  dispose  of, any other  parcels  owned by us and  located  within the
Detrital Wash region.

On February  16,  2005,  we finalized  an  agreement  with Zereko  Nevada,  Inc.
(Zereko),  a Nevada based corporation  engaged in mining engineering and related
services,  for various services in support of the ongoing exploration activities
at the Detrital Wash  Property.  Under the terms of the  agreement,  Zereko will
review  in  detail  available  information  on all  previous  work  done  on the
property, define areas that merit further detailed examination,  then propose an
implementation  plan,  prepare  budgets  and  obtain  quotes  for the  indicated
exploration activity.

Exploration Planning - Speculative Nature of Mineral Exploration

Exploration  for and production of minerals is highly  speculative  and involves
greater risks than exist in many other industries.  Many exploration programs do
not result in the discovery of minerals and any  mineralization  discovered  may
not be of a sufficient quantity or quality to be profitably mined. Also, because
of the  uncertainties in determining  metallurgical  amenability of any minerals
discovered,  the mere discovery of mineralization  may not warrant the mining of
the minerals on the basis of available technology.


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<PAGE>

Although we have  processed and tested  mineralized  materials and produced very
small  amounts of precious  metals on a testing  basis (these have come from the
testing  of  mineralized  material  from  both the  Detrital  Wash  and  Wikieup
Properties),  our  decision as to whether any of the mineral  properties  we now
hold,  or which we may  acquire in the  future,  contain  commercially  mineable
deposits,  and whether such properties  should be brought into production,  will
depend upon the results of the exploration programs and independent  feasibility
analysis and the  recommendation of engineers and geologists.  The decision will
involve the  consideration  and evaluation of a number of  significant  factors,
including, but not limited to:

      o     the ability to obtain all required permits;

      o     costs  of  bringing  the   property   into   production,   including
            exploration  and  development or preparation of feasibility  studies
            and construction of production facilities;

      o     availability and costs of financing;

      o     ongoing costs of production;

      o     market prices for the metals to be produced; and

      o     the existence of reserves or mineralization  with economic grades of
            metals or minerals.

We cannot be certain that any of our properties  contain  commercially  mineable
mineral  deposits,  and no assurance  can be given that we will ever  generate a
positive cash flow from production operations on such properties.

However,  encouraged  by the early stage  exploration  performed on our Detrital
Wash  Property  by  Kokanee  Placer,  Inc.  of  White  Rock,  BC,  a  geological
exploration company and Zereko Nevada,  Inc., a mining engineering  company, and
independent tests performed by us on our Wikieup Property, we are in the process
of developing a staged  exploration  plan based on the  perceived  merits of the
Detrital Wash Property and projected costs of further exploration.

Regulation

      Our exploration activities are subject to various federal, state and local
laws and regulations governing such matters as:

      o     prospecting;

      o     development;

      o     taxes;

      o     labor standards;

      o     waste disposal;

      o     occupational safety and health;

      o     protection of the environment;

      o     reclamation of the environment; and


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<PAGE>

      o     toxic substances.

We believe we are currently in substantial  compliance with any such regulations
that apply to us. However, we may not be able to anticipate all liabilities that
may arise in the future under existing regulations,  or the costs of compliance.
If we are not in  compliance,  we may be  subject  to  fines,  clean-up  orders,
restrictions on our operations or other penalties.

Federal,  state and local  provisions  regulating the discharge of material into
the  environment,  or otherwise  relating to the protection of the  environment,
such as the Clean Air Act,  Clean  Water  Act,  the  Resource  Conservation  and
Recovery  Act,  and  the  Comprehensive  Environmental  Response  Liability  Act
("Superfund") affect mineral operations.  For exploration and mining operations,
applicable  environmental  regulation  includes a permitting  process for mining
operations,  an abandoned mine reclamation  program and a permitting program for
industrial  development  and siting.  Other  non-environmental  regulations  can
impact  exploration and mining  operations and indirectly affect compliance with
environmental  regulations.  For example, a state highway department may have to
approve a new access road to make a project  accessible at lower costs,  but the
new road itself may raise environmental issues.  Compliance with these laws, and
any  regulations,  can make  the  development  of  mining  claims  prohibitively
expensive,  thereby  impeding  the sale or lease of  properties,  or  curtailing
profits or royalties,  which might have been received. We cannot anticipate what
the further costs and/or effects of compliance with any environmental laws might
be.

Facilities

We own no  production,  laboratory  or  storage  facilities  and  rent  space as
appropriate  when  necessary.  Our  executive  offices  are located at 2405 Ping
Drive, Henderson, NV.

Employees

As of year end 2005, we had no employees other than our executive officers,  nor
any plans to recruit employees within the next twelve months.

Competition

The  business  of mineral  exploration  is highly  competitive,  and tends to be
dominated  by a limited  number of major mining  companies.  Inasmuch as we have
exclusive  exploration  rights to the  properties  that are the  targets  of our
current  exploration  activities,   we  do  not  compete  directly  against  any
particular  firm for  sales or  market  share.  However,  many of the  human and
physical resources we may require, such as engineering professionals,  managers,
skilled equipment  operators,  and  metallurgical  and extractive  processes and
equipment, among others, are also sought by companies with substantially greater
financial  resources  than  we  possess,   which  places  us  at  a  competitive
disadvantage  in obtaining  such  resources for our own use.  Accordingly,  such
competition  may make  our  exploration  activities  more  difficult  than for a
larger, more substantial company.

Subsidiaries

Qwik Track, Inc.

On  October  15,  2001,  we  organized  Qwik  Track,  Inc.  as our  wholly-owned
subsidiary  to operate as a web-based  service  business  providing the wagering
enthusiast  with  thoroughbred  handicapping,  analytical  data and  statistical
information for racetrack wagering over the Internet.  As of November,  2003, we
suspended  business  development of our Qwik Track  subsidiary in order to focus
our limited  resources on exploring  our mineral  properties.  As a result,  the
Nevada  Secretary of State has, as of November 11, 2005,  revoked the  corporate
status of Quik Track, Inc. under the laws of the State of Nevada.


                                       6
<PAGE>

Pita King Bakeries International, Inc.

Effective  October 1, 2002, we acquired Pita King Bakeries  International,  Inc.
("Pita King") and appointed Hassan Alaeddine to our Board of Directors. Up until
we dissolved our business  relationship with Pita King, this subsidiary  company
produced  and  marketed a variety of pita breads and chips.  However,  effective
January 1, 2004, we and the principals of Pita King mutually  agreed to dissolve
our business  relationship  pursuant to a Mutual Agreement to Dissolve  Business
Relationship  (the  "Dissolution  Agreement").  Pursuant  to  the  terms  of the
Dissolution Agreement,  we forgave a debt owing form Pita King to our Company in
the aggregate amount of $35,000, and in exchange, the principals and officers of
Pita King agreed to return  4,000,000 shares of our common stock that was issued
in connection  with our  acquisition  of Pita King. We agreed that the remaining
139,500 shares of our common stock that was issued to the original  shareholders
of Pita King in  connection  with the  acquisition  would remain the property of
such  shareholders  and would be unaffected by the Dissolution  Agreement.  As a
result,  effective  January  1,  2004,  Pita  King  no  longer  operates  as our
wholly-owned  subsidiary  and we  have  recognized  a  loss  of  $99,472  on the
divestiture of Pita King.

SUBSEQUENT EVENTS

Star-Resolve Detrital Wash, LLC

As discussed  elsewhere in this Annual  Report,  on January 10, 2006, we entered
into a joint venture  agreement (the  "Agreement")  with Resolve Capital Funding
Corporation,  Inc. ("Resolve") for the formation of Star-Resolve  Detrital Wash,
LLC to engage in the development and commercial exploration of the Detrital Wash
Property. Each of Resolve and our Company will have a 50% membership interest in
Star-Resolve  Detrital  Wash,  LLC.  As our  capital  contribution  to the joint
venture,  upon the formation of Star-Resolve Detrital Wash, LLC, we are required
to contribute  our mineral  rights in the Detrital Wash Property  under a mining
property lease. As Resolve's capital contribution to Star-Resolve Detrital Wash,
LLC, Resolve is required to contribute  600,000 Canadian Dollars,  equivalent to
approximately  US$518,000  translated into U.S.  Dollars using current  exchange
rate,  within  60 to 90 days of the  Joint  Venture's  formation.  In  addition,
Resolve is  required  to use its best  efforts to manage  Star-Resolve  Detrital
Wash, LLC, including, without limitation,  providing Star-Resolve Detrital Wash,
LLC with access to its  industry  related  contracts  and its  expertise  in the
commercial  exploitation  of  mineral  rights.  Resolve  will  be the  exclusive
managing member of Star-Resolve Detrital Wash, LLC.

ITEM 2. DESCRIPTION OF PROPERTY

We currently hold  interests in two  properties  which we believe show potential
for mineral development. Both properties are unpatented mining claims located on
federal  public land and managed by the United States Bureau of Land  Management
("BLM").

Unpatented  claims are  "located"  or "staked" by  individuals  or  companies on
federal public land.  Each placer claim covers 20 to 160 acres;  each lode claim
covers 20 acres. We are obligated to pay a maintenance fee of $100 per claim per
year to the BLM or file an  Affidavit  of  Assessment  Work with the BLM showing
labor and improvements of at least $100 for each claim yearly.


                                       7
<PAGE>

If the statutes and  regulations  for the location and  maintenance  of a mining
claim are complied with,  the locator  obtains a valid  possessory  right to the
contained  minerals.  Failure to pay such fees or make the required  filings may
render the mining claim void or voidable.  We believe we have valid claims, but,
because mining claims are self-initiated and  self-maintained,  it is impossible
to ascertain their validity solely from public real estate records.

If the  government  challenges  the validity of an unpatented  mining claim,  we
would have the burden of proving  the  present  economic  feasibility  of mining
minerals located on the claims.

There are  uncertainties as to title matters in the mining industry.  We believe
that we have good title to our properties;  however, defects in such title could
have a  material  adverse  effect  on us.  We have  investigated  our  rights to
explore,  exploit and develop our various  properties in manners consistent with
industry  practice and, to the best of our  knowledge,  those rights are in good
standing. However, we cannot assure that the title to our properties will not be
challenged or impugned by third parties or governmental  agencies.  In addition,
there can be no assurance  that the  properties in which we have an interest are
not subject to prior unregistered agreements;  transfers or claims and title may
be affected by undetected  defects.  Any such defects could cause us to lose our
rights to the property or to incur substantial expense in defending our rights.

Detrital Wash, Mohave County, Arizona Property

On March 3, 1998,  we entered into a mineral  lease with James R. Ardoin for the
Detrital Wash mineral  claims located one mile east of mile marker 22 on Hwy 93,
Mohave County,  Arizona.  The lease does not require any minimum  payments,  and
charges a royalty of 2% of net smelter  returns (NSR).  The term of the lease is
for 20 years with an option to renew for additional, successive 20-year terms.

The Detrital  Wash  Property  originally  consisted of 8 placer  claims lying in
Section 36,  Township 28 N, Range 21W and is easily  accessed by partially paved
entry off Hwy 93 and has availability to electricity and water.

In July 2004,  we reached an  agreement  in  principle  with the  holders of 131
placer  association claims covering  approximately  20,000 acres adjacent to and
surrounding  our Detrital Wash  Property.  The agreement will grant us exclusive
exploration  rights on the  claims,  and first  right of refusal  for  exclusive
development  rights in exchange  for a 0.25% net smelter  return  payable to the
claimholders.  The  agreement  will  require  the company to expend a minimum of
$125,000 on exploration during a three-year period.

The majority of this  22,240-acre  property is composed of "alluvial sand," that
is to say, a dry  riverbed  lying 210 feet above the existing  water table.  Two
historically  documented  sources  found at the County seat archives in Kingman,
Arizona provide possible  explanation for the deposition of valuable minerals in
the Detrital Valley:

      1.    A major flood in early 1900's.  This flood washed away approximately
            15 major gold and silver mines overlooking the Detrital on the West.
            These mining camps,  among the most  prolific and highest  producing
            mines in the Western USA, were known as Silverado, Excelsior, Prince
            Albert,  Occidental,  Etc.  According to County  records most of the
            mine  stockpiles and tailing were washed into the Detrital Wash. The
            flood acted as a water cannon  stripping  the  landscape and washing
            everything down into the valley below.

      2.    In 1982, County Historian,  Roman Malach, in a book entitled " White
            Hills,  Silverado in Mohave  County"  confirms the disaster in White
            Hills,  the valuable gold camps,  particularly  Silverado  that were
            lost to the flood and, the likely presence of an ancient river which
            flowed  through  the  Detrital  Valley.  This  river was  likely the
            transporter of gold, silver, platinum and palladium to the Valley.


                                       8
<PAGE>

Although  limited in number prior to 2005, all  "spot/surface  samples" taken by
the Company on this property  indicated the existence of "precious  metals".  Of
major  significance  was a 2-ton  "bulk  sample" (at a depth of 4 to 12 feet) by
AuRIC Metallurgical  Laboratories,  LLC, Salt Lake City, Utah, conducted in 1998
under a "chain of custody" (COC) that provided  evidence of gold and silver with
traces of palladium and platinum.

Two batch tests of 1,000 lbs. each were  performed,  each batch produced a "dore
bar" (composite of all metalliferous minerals recovered from the sample). One of
the dore bars was then refined and yielded  metals  equivalent  to the following
values per ton of original material:

                   ----------------------------------------
                   Gold (Au)                      0.812 oz.
                   Silver (Ag)                    1.359 oz.
                   Platinum (Pt)                  0.440 oz.
                   Palladium (Pd)                 0.019 oz.
                   ----------------------------------------

Our  Management  believed that the precious  metals derived from the surface and
bulk  samples  were of  sufficient  quantity  and  quality  to  warrant  further
exploration of the Detrital Wash Property.  Accordingly,  on January 9, 2004, we
engaged  Kokanee  Placer,  Inc.  of White  Rock,  BC, a  geological  exploration
company,  to execute the initial phase of an exploration program on our original
1,280 acre Detrital Wash Property, the results of which would dictate subsequent
exploration  phases,  if found to be  practical.  The initial  effort by Kokanee
Placer,  Inc.  called for surface  sampling of the property in a grid pattern at
intervals  of every 500 feet (in  excess of 200  samples).  The  results  of the
sampling program identified areas of elevated to anomalous values of placer gold
and silver that required follow-up exploration and evaluation.

As result,  on February 16, 2005, the Company finalized an agreement with Zereko
Nevada, Inc. (Zereko),  a Nevada based corporation engaged in mining engineering
and related services, for various services in support of the ongoing exploration
activities at our Detrital  Wash  Property.  In May 2005,  Zereko issued a final
report  (the  "Zereko  Report") on assay test  results  from the  Detrital  Wash
Property.  In order to prove the best process for extracting  precious metals on
the Detrital Wash Property, samples from drilling that took place in early April
2005 were sent to three different metallurgical  laboratories as part of a blind
test process:  Mountain  States R&D  ("Mountain  States"),  AuRic  Metallurgical
Laboratories, LLC ("AuRic"), and Nevada Bureau of Geology and Mines ("NBGM").

In assessing the samples,  Mountain States used a strictly "fire assay" analysis
process and returned  negative results from all samples tested,  which was not a
surprise  since,  the "alluvial sand" on the Detrital Wash Property rarely tests
positive  in fire assays and the  purposes of testing at Mountain  States was to
help validate the blind test process. On the other hand, AuRic reported positive
results for gold,  silver,  platinum and palladium for each sample  presented to
AuRic for analysis and was consistent with Auric's 1998 conclusions with respect
to the Detrital Wash Property. It should be noted that since AuRic had been used
in the past for  testing  samples  on the  Detrital  Wash  Property,  this was a
completely  blind  test and AuRic was not  aware of the  origin of the  samples.
Nevertheless, these recent samples returned with comparable results from earlier
tests  performed by AuRic on the Detrital Wash  Property.  The third lab,  NBGM,
received  the bulk of the samples and reported no  detectable  results for gold,
palladium or platinum,  but reported  significantly for silver in a large number
of the  samples.  The  findings of NBGM were  qualified by Zereko in that NBGM's
testing procedures do not allow NBGM to go to the lower levels of gold, platinum
and palladium detection necessary to obtain `detectable amounts.' Gold, platinum
and  palladium  must be tested at a lower  level  than  silver  for an  accurate
reading.  AuRic's  findings in  particular,  led Zereko to  conclude  that gold,
silver,  platinum  and  palladium  do exist at lower  levels of detection on the
Detrital Wash Property and are considered to have some economic value.


                                       9
<PAGE>

Currently we are  attempting  to raise  additional  capital to continue a staged
exploration  program  on  this  property.  As part of  this  effort,  we  formed
Star-Resolve  Detrital Wash, LLC as part of a joint venture with Resolve Capital
Funding  Corporation,   Inc.  ("Resolve")  to  engage  in  the  development  and
commercial  exploitation of the Detrital Wash Property.  Each of Resolve and our
Company will have a 50% membership interest in Star-Resolve  Detrital Wash, LLC.
Under this joint  venture,  Resolve  has  committed  to use its best  efforts to
manage Star-Resolve  Detrital Wash, LLC and to provide us access to its industry
related  contracts and its expertise in the commercial  exploitation  of mineral
rights.  Resolve will be the exclusive managing member of Star-Resolve  Detrital
Wash, LLC.

Wikieup, Arizona Property

In March 2001, we purchased  from Gold Standard Mines Inc. 51 lode mining claims
located in the Wikieup mining  district,  Mohave  County,  Arizona (the "Wikieup
Property").  Consideration  for the acquisition was 1,000,000  restricted common
shares valued at $400,000 as of the date of the  agreement.  In connection  with
the acquisition of the Wikieup Property and for no additional consideration,  we
were assigned all right, title and interest in certain  proprietary gold, silver
and/or  platinum metal recovery  formulae for the processing of ore in and about
the  Wikieup  Property.  As of the  date of  this  filing,  we have  not had the
formulae and processing techniques independently verified.

The Wikieup  Property at present  consists of  approximately  840 acres (42 lode
claims) of mountainous terrain and is accessible by paved and dirt roads west of
Wikieup,  Arizona off U.S.  Highway  93. The  property is located in Section 36,
Township 16N, Range 14W in the Holapa Mountain Range.  There is nearby access to
electricity and water.

In the area of the claims where we have explored, is the Oakman mining district,
which is located to the northwest  and also the Bagdad open pit copper  property
located to the southeast of this area.

We processed a limited number of "spot samples" of stockpiled  screened material
from a claim  immediately  adjacent to our Wikieup  Property and found  precious
metals to exist in the material, although our sampling did not permit a reliable
quantitative   evaluation   as  we  could  not  be  certain  of  the  degree  of
pre-treatment and concentration  the material had undergone.  Nevertheless,  the
spot samples confirmed our belief, based on the available  literature,  that the
property  shows  promise as an  exploration  target.  However,  the  mountainous
terrain  and complex  nature of the  geological  makeup of the Wikieup  Property
would  likely make it much more costly to explore and develop  than the Detrital
Wash Property.  As a result, we have focused our efforts and available resources
on the continued exploration of the Detrital Wash Property.

We have not  systematically  drilled  and  sampled  the  Wikieup  Property.  The
sampling of Detrital Wash Property is not  sufficient to confirm the presence of
any  concentrations  of precious  metals in a mineable mass. We believe that the
staged  exploration  program  being  conducted  by Zereko  Nevada will assist in
making those  determinations.  There is substantial risk that such testing would
show limited concentrations of precious metals, and such testing may show a lack
of precious  metals in a mineable  mass.  Test results so far have been positive
and confirm the presence of precious metals in the samples.  However,  we cannot
safely  assume  that  precious  metals-bearing  materials  exist in quality  and
quantity to make a mining operation economically feasible.


                                       10
<PAGE>

Wikieup  testing to date has  focused  principally  on  assaying  materials  for
precious metals content,  with very limited testing of how to process  materials
for  production.  The various  procedures we have used to assay the samples have
not  addressed  what  metallurgical  procedures  would be best suited to process
precious metals out of the materials on an economic  scale.  Even if independent
reserve reports indicate the presence of precious metals, further extensive work
will be needed in the form of a  feasibility  study to determine if the precious
metals (if any are shown  likely to be present in the  property)  in fact can be
processed  out of the  material  at a profit.  Some  companies  decide that even
though one of their properties  contains valuable minerals,  it is impossible to
remove them profitably in commercial production.

ITEM 3. LEGAL PROCEEDINGS

From  time to time we are  involved  in legal  proceedings  relating  to  claims
arising out of operations  in the normal  course of business,  as well as claims
arising from our status as an issuer of securities  and/or a publicly  reporting
company.  At  December  31,  2005,  we know of no  current or  threatened  legal
proceedings involving us or our properties reportable under this Item 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 1, 2005,  the Board of Directors  initiated a certified  proxy vote
for  members  of the  Board  of  Directors  for  2005 -  2006.  The  voting  was
facilitated by STALT, Inc. the duly authorized  transfer agent and registrar for
International  Star,  Inc.,  with the assistance of ADP Investor  Communications
Services.  Results of the  election  were  submitted  to  International  Star on
October 19, 2005, and promptly recorded with the Nevada Secretary of State. As a
result of the  election,  the Board of Directors  of  International  Star,  Inc.
consist of; Virginia K. Shehee,  Denny Cashatt,  Kamal Alawas, and Joe Therrell,
Jr.


                                       11
<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY,  RELATED  STOCKHOLDER MATTERS AND SMALL ISSUER
PURCHASES OF EQUITY SECURITIES

Up until May 23 2003,  our common stock was traded on the OTC Bulletin  Board of
the National  Association of Securities Dealers,  Inc. ("NASD") under the symbol
ISRI.  Since May 23,  2003,  our common stock has been traded on the Pink Sheets
under the Symbol ISRI.PK.  On February 22, 2005, the NASDAQ assigned our Company
a new trading symbol and our common stock began trading on the Pink Sheets under
the symbol ILST.PK.  On June 20, 2005, our common stock was approved by the NASD
for listing on the OTC Bulleting  Board,  and since such date,  our common stock
has been  trading  under the  symbol  ILST.OB.  The  following  table  indicates
quarterly  high and low price per share for our common  stock  during the fiscal
years ended December 31, 2005 and 2004. These prices represent  quotations among
dealers without adjustments for retail mark-ups,  markdowns or commissions,  and
may not  represent  actual  transactions.  The  market  for our  shares has been
sporadic and at times very limited.

      Fiscal Year Ended December 31, 2005

                                                            HIGH     LOW

      4th Quarter ended December 31, 2005                  $ 0.11   $0.025
      3rd Quarter ended September 30, 2005                 $ 0.11   $ 0.04
      2nd Quarter ended June 30, 2005                      $ 0.17   $ 0.07
      1st Quarter ended March 31, 2005                     $ 0.21   $ 0.06
      4th Quarter ended December 31, 2004                  $ 0.10   $ 0.10
      3rd Quarter ended September 30, 2004                 $ 0.17   $ 0.15
      2nd Quarter ended June 30, 2004                      $0.109   $0.059
      1st Quarter ended March 31, 2004                     $0.059   $0.059

The closing price of our common stock as of March 31, 2006 was $0.042 per share.

Stock Split

As of February 18, 2005,  the NASDAQ  approved a 3:1 forward split of our common
stock.  As a result,  shareholders  of record received three shares for each one
share  held by them as of the  effective  date,  February  22,  2005.  As of the
approval date, we had 64,428,741 common stock shares outstanding and as a result
of the forward stock split, we had 193,286,223  common stock shares  outstanding
as of the approval date.

Number of Shareholders

At December 31, 2005, we had  approximately  153  stockholders  of record of our
common  stock.  This figure does not include  beneficial  owners of common stock
held in nominee or street name, as we cannot  accurately  estimate the number of
these beneficial owners.

Dividend Policy

We have never paid any  dividends  on or common stock and we have no plans to do
so in the near future.  There are no legal,  contractual or other  restrictions,
which limit our ability to pay dividends.  Payment of future dividends,  if any,
on our common stock,  will be dependent upon the amounts of our future after-tax
earnings,  if any,  and  will be  subject  to the  discretion  of our  Board  of
Directors. Our Board of Directors is not legally obligated to declare dividends,
even if we are profitable.


                                       12
<PAGE>

Penny Stock

Our common stock is subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  commonly
referred  to as the  "penny  stock  rule."  Section  15(g)  sets  forth  certain
requirements   for   transactions  in  penny  stocks,   and  Rule  15g-9(d)  (1)
incorporates the definition of "penny stock" that is found in Rule 3a51-1 of the
Exchange Act. The SEC generally  defines "penny stock" to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  If our Common Stock is deemed to be a penny  stock,  trading in the
shares  will  be  subject  to  additional   sales   practice   requirements   on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors.  "Accredited  investors"  are persons with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse. For transactions covered by these rules,  broker-dealers must
make a special  suitability  determination for the purchase of such security and
must  have the  purchaser's  written  consent  to the  transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document,  prepared  by the SEC,  relating  to the penny stock
market. A broker-dealer  also must disclose the commissions  payable to both the
broker-dealer and the registered representative,  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  for the penny  stocks  held in an account  and  information  on the
limited  market in penny  stocks.  Consequently,  these rules may  restrict  the
ability of  broker-dealers to trade and/or maintain a market in our Common Stock
and may affect the ability of our shareholders to sell their shares.

Securities Authorized For Issuance under Equity Compensation Plans

We do  not  have  any  securities  authorized  for  issuance  under  any  equity
compensation plans.


                                       13
<PAGE>

Stock Option Plan

In  August  2004,  our  Board  unanimously  voted  to adopt a Stock  Option  and
Restricted Stock Plan (the "Plan") to become  effective  January 1, 2005, and to
submit  such Plan to a vote of our  shareholders.  The Plan would  provide for a
share reserve of 18,000,000  common shares for future issuances as direct awards
or upon exercise of options granted under the Plan.  However,  as of the date of
this filing,  the Plan has not been adopted,  and accordingly,  no stock options
were  granted to our named  executive  officers  during  the  fiscal  year ended
December  31,  2005,  nor have any  stock  options  been  granted  to our  named
executive  officers  since  December 31, 2005,  through and including the filing
date of this Report.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Plan category                                          Number of              Weighted-              Number of
                                                    Securities to be      average exercise      securities remaining
                                                      issued upon             price of             available for
                                                      exercise of            outstanding           issuance under
                                                      outstanding         options, warrants     equity compensation
                                                   options, warrants         and rights           plans (excluding
                                                       and rights                               securities reflected
                                                                                                   in column (a))
                                                          (a)                   (b)                     (c)
                                                   -----------------      -----------------     --------------------
<S>                                                        <C>                   <C>                     <C>
Equity compensation plans approved
by security holders                                        --                    --                      --

Equity compensation plans not approved by
security holders                                           --                    --                      --

                     Total                                 --                    --                      --
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Recent Sales of Unregistered Securities

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
February  4, 2005,  we sold  66,500  shares at $0.15 per share for an  aggregate
purchase  price  of  $9,975.  We  believe  the  issuance  was  exempt  from  the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act of 1933, as amended (the "Securities Act").

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
February  10, 2005,  we sold 126,598  shares at $0.15 per share for an aggregate
purchase  price of  $18,989.70.  We believe  the  issuance  was exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
February  16, 2005,  we sold 257,073  shares at $0.15 per share for an aggregate
purchase  price of  $38,560.90.  We believe  the  issuance  was exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Pursuant to a Private  Placement of our restricted common stock shares, on March
21, 2005, we sold 509,306  shares at $0.049 per share for an aggregate  purchase
price of $24,956.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.


                                       14
<PAGE>

Pursuant to a Private  Placement of our restricted common stock shares, on March
24, 2005,  we sold 500,000  shares at $0.10 per share for an aggregate  purchase
price of $50,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted common stock shares, on April
8, 2005,  we sold 833,334  shares at $0.12 per share for an  aggregate  purchase
price of  $100,000.  We believe the  issuance  was exempt from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted common stock shares, on April
15, 2005,  we sold 166,667  shares at $0.12 per share for an aggregate  purchase
price of $20,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares,  on May
24, 2005,  we sold 200,000  shares at $0.06 per share for an aggregate  purchase
price of $12,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares,  on May
25, 2005,  we sold 100,000  shares at $0.06 per share for an aggregate  purchase
price of $6,000.  We believe  the  issuance  was  exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares,  on May
25, 2005,  we sold 75,000  shares at $0.06 per share for an  aggregate  purchase
price of $4,500.  We believe  the  issuance  was  exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares,  on May
25, 2005,  we sold 200,000  shares at $0.06 per share for an aggregate  purchase
price of $12,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares, on June
1, 2005,  we sold 150,000  shares at $0.066 per share for an aggregate  purchase
price of $10,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares, on June
2, 2005,  we sold 300,000  shares at $0.06 per share for an  aggregate  purchase
price of $18,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement of our restricted  common stock shares, on June
2, 2005,  we sold 100,000  shares at $0.06 per share for an  aggregate  purchase
price of $6,000.  We believe  the  issuance  was  exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private Placement of our restricted common stock shares, on August
8, 2005, we sold 6,065,000  shares at $0.02 per share for an aggregate  purchase
price of  $121,300.  We believe the  issuance  was exempt from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private Placement of our restricted common stock shares, on August
10, 2005,  we sold 235,500  shares at $0.02 per share for an aggregate  purchase
price of $4,700.  We believe  the  issuance  was  exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.


                                       15
<PAGE>

Pursuant to a Private Placement of our restricted common stock shares, on August
11, 2005, we sold 1,666,667 shares at $0.03 per share for an aggregate  purchase
price of $50,000.  We believe  the  issuance  was exempt  from the  registration
requirements pursuant to Regulation D or Section 4(2) of the Securities Act.

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
November 9, 2005, we sold  2,500,000  shares at $0.02 per share for an aggregate
purchase  price  of  $50,000.  We  believe  the  issuance  was  exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
December 22, 2005, we sold 2,000,000  shares at $0.02 per share for an aggregate
purchase  price  of  $40,000.  We  believe  the  issuance  was  exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
December 27, 2005, we sold  2,50,000  shares at $0.02 per share for an aggregate
purchase  price  of  $50,000.  We  believe  the  issuance  was  exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Pursuant to a Private  Placement  of our  restricted  common  stock  shares,  on
December  30, 2005,  we sold 250,000  shares at $0.04 per share for an aggregate
purchase  price  of  $10,000.  We  believe  the  issuance  was  exempt  from the
registration  requirements  pursuant  to  Regulation  D or  Section  4(2) of the
Securities Act.

Purchases of Equity Securities

We are required by the  Securities Act of 1933 to disclose,  in tabular  format,
any repurchases of our securities in the fourth quarter of our fiscal year ended
December 31, 2005.  We did not  repurchase  any of our  securities in the fourth
quarter of our fiscal year ended  December 31, 2005,  and  accordingly,  we have
eliminated such table.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

GENERAL

The following presentation of Management's  Discussion and Analysis of Financial
Condition  has been  prepared  by  internal  management  and  should  be read in
conjunction  with the Financial  Statements and notes thereto included in Item 7
of this Annual  Report on Form  10-KSB.  Except for the  historical  information
contained herein, the discussion in this report contains certain forward-looking
statements  that involve  risks and  uncertainties,  such as  statements  of our
business plans,  objectives,  expectations and intentions as of the date of this
filing. The cautionary  statements about reliance on forward-looking  statements
made earlier in this document should be given serious consideration with respect
to  all  forward-looking   statements  wherever  they  appear  in  this  report,
notwithstanding  that the "safe harbor"  protections  available to some publicly
reporting  companies under applicable  federal securities law do not apply to us
as an issuer of penny stocks.  Our actual results could differ  materially  from
those discussed here.

We were  organized  under the laws of the State of Nevada on October 28, 1993 as
Mattress Showrooms, Inc. In 1997, we changed our corporate name to International
Star,  Inc.  and  became  engaged  in the  business  of  construction,  sale and
operation of state of the art waste management systems,  specializing in turnkey
systems  for  management  of  hospital,  industrial,   petroleum,  chemical  and
municipal solid waste collection systems. Despite our efforts, we were unable to
develop this business  beyond the start-up  stage.  Following  our  unsuccessful
venture  in waste  management,  we  refocused  our  business  efforts on mineral
exploration in 1998. Currently,  we are primarily engaged in the acquisition and
exploration of precious metals mineral properties.  Since 1998, we have examined
various mineral properties prospective for precious metals and minerals and have
acquired interests in those we believe may contain precious metals and minerals.
Our properties are located in Arizona.  We have not established  that any of our
properties  contain reserves.  A reserve is that part of a mineral deposit which
could be  economically  and  legally  extracted  or  produced at the time of the
reserve  determination.  Further  exploration  will  be  needed  before  a final
determination  can be made  whether  any  property is  economically  and legally
feasible.  Therefore,  at present we have no reserves and no income from mineral
production


                                       16
<PAGE>

The business of mineral  exploration is inherently  speculative,  and involves a
number of general risks which could  materially  adversely affect our results of
operation  and  financial  condition,  including  among  others,  the  rarity of
commercial  mineral  deposits,  environmental  and other  laws and  regulations,
physical  dangers  to  personnel  associated  with  exploration  activity,   and
political events.

Reserves,  by definition,  contain mineral  deposits in a quantity and in a form
room which the target  minerals  may be  economically  and legally  extracted or
produced. We have not established that such reserves exist on our properties and
unless  and  until  we do so we will  not  have  any  income  from  our  mineral
operations.

The  business  of  mineral  exploration  is very  speculative  because  there is
generally no way to recover any of the funds expended on exploration  unless the
company  establishes the existence of mineable  reserves and then exploits those
reserves by either commencing mining operations, selling or leasing its interest
in the property, or entering into a joint venture with a larger resource company
that can develop the property to the production  stage.  Unless we can establish
and exploit reserves before our funds are exhausted, we will have to discontinue
operations, which could make our stock valueless.

Our directors and executive  officers lack  significant  experience or technical
training  in  exploring  for  precious  metal  deposits  and  developing  mines.
Accordingly,  our  management  may not be fully  aware  of many of the  specific
requirements  related to working  within  this  industry.  Their  decisions  and
choices may not take into account standard engineering or managerial  approaches
such  as  mineral  exploration   companies  commonly  use.   Consequently,   our
operations,  earnings,  and ultimate  financial success could suffer irreparable
harm due to our management's lack of experience in the mining industry.  We plan
to align  our  Company  with  reputable,  knowledgeable  experts  in the  mining
industry to overcome this lack of experience and expertise,  such as our service
agreement with Zereko Nevada, Inc, and a mining engineer, Karel Pieterse and the
formation of a joint venture with Resolve Capital Funding Corporation, Inc.

Any  changes in  government  policy  may  result in  changes  to laws  affecting
ownership  of assets,  land tenure,  mining  policies,  taxation,  environmental
regulations,  labor  relations,  or other  factors  relating to our  exploration
activities. Such changes could cause us to incur significant unforeseen expenses
of compliance or even require us to suspend our activities altogether.

Our  directors and  executive  officers own a  significant  amount of our voting
capital common stock, and accordingly,  exert considerable influence over us. As
of March 31, 2006,  our  directors  and executive  officers  beneficially  owned
common  stock and  securities  convertible  into our common  stock  which,  upon
exercise,  would equal to  approximately  38% of the voting power.  As a result,
these  stockholders  are  potentially  able  to  decide  all  matters  requiring
stockholder  approval,  including  the election of directors and the approval of
significant corporate  transactions.  This concentration of ownership could also
delay or prevent a change in control that may be favored by other stockholders.


                                       17
<PAGE>

Going Concern

We have  incurred  substantial  operating  and net  losses,  as well as negative
operating  cash flow,  since our  inception.  Accordingly,  we continued to have
significant  stockholder  deficits and working capital  deficits during the year
ended  December  31, 2005.  In  recognition  of these  trends,  our  independent
registered  accountants  included  cautionary  statements in their report on our
financial  statements  for the year  ended  December  31,  2005  that  expressed
"substantial  doubt"  regarding  our  ability to  continue  as a going  concern.
Specifically,  our independent  accountants have opined that the continuation of
our Company as a going concern is dependent  upon obtaining  sufficient  working
capital to be successful in that effort.

Our ability to continue as a going concern is dependent on obtaining  additional
working  capital and our  management  has developed a strategy which it believes
will  accomplish this objective  through  additional  equity funding,  long term
financing,  and payment of our expenses by our officers,  if needed,  which will
enable us to operate for the coming year.

Plan of Operation

Over the next twelve months, we intend to focus on obtaining financing necessary
for further  exploration on the Detrital Wash Property and implementation of the
recommendations  of the Zereko  Report to assess  the  commercial  viability  of
mineral  extraction  from  deposits  on  the  Detrital  Wash  Property  and  the
establishment of a precious metal reserve.  Given our limited  resources and our
ability  to obtain  financing,  we intend to  concentrate  our  efforts  and our
available  finances on the continued  exploration of the Detrital Wash Property.
At present, our Management has no intention of continuing the exploration of the
Wikieup Property, although should financing become available with respect to the
Wikieup Property, our Management may consider further mineral exploration of the
Wikieup Property.

Due to our limited  financial  resources,  we do not  anticipate any purchase or
sale of property,  plant, or other significant  equipment,  and we do not expect
any significant changes in the number of our employees.

Financing

We have no credit lines or other sources of cash. We believe our current cash is
sufficient to sustain our  administrative  overhead over the next twelve months,
and to continue some  exploration  operations on our Detrital Wash Property.  We
will continue to pursue means to expand our  exploration  activities,  either by
seeking   additional   capital  through  loans  or  private  placements  of  our
securities,  or possibly  entering joint venture  arrangements  with one or more
other,  more  substantial  companies,  such as the joint  venture  with  Resolve
Capital  Funding  Corporation,  LLC for the formation of  Star-Resolve  Detrital
Wash, LLC, which will allow us access to Resolve's  industry  related  contracts
and leverage off of Resolve's  expertise in commercial  exploitation  of mineral
rights.  If we raise  capital by selling  our equity  stock,  the  proportionate
ownership of existing shareholders will be diluted.

During our fiscal year ended  December 31, 2005, we secured  additional  funding
through the private  placement of our  restricted  common stock shares at prices
ranging  from $0.02 to $0.15 per share.  In the  aggregate,  we sold  18,801,125
restricted  common stock  shares  during our fiscal year 2005 for a net purchase
price of $656,828.04.  We believe the issuance was exempt from the  registration
requirements  pursuant to  Regulation D or Section 4(2) of the  Securities  Act.
(See: "Recent Sales of Unregistered Securities").


                                       18
<PAGE>

In addition,  certain of our directors  have from time to time advanced funds to
our Company for the payment of  operating  expenses.  These  advances  have been
repaid in cash and  through  the  issuance  of  restricted  shares of our common
stock.  The amounts that were due to the Company  directors  for these  advances
were $35,000 and $0 at December 31, 2005 and 2004, respectively. During the year
ended  December 31, 2005,  our  Directors  contributed  to capital  amounts that
totaled $0 as payment for the advances and accrued compensation that was owed to
those Officers who also serve as a Director on our Board.

LIQUIDITY

Liquidity and Capital Resources

                                                       2005           2004
                                                    ---------      ---------

      Net cash Used in Operating Activities         $(749,162)      (703,522)
      Net Cash Used in Investing Activities                --        (29,355)
      Net Cash Provided by Financing Activities       754,116        569,000

General

Overall,  we had positive  cash flows of $4,954 for the year ended  December 31,
2005,  resulting  from $749,162 used in our  operating  activities  and $754,116
provided by our  financing  activities.  No cash was  provided by our  investing
activities for the fiscal year 2005.

Cash Used in Our Operating Activities

For the year ended December 31, 2005, net cash used in our operating  activities
of $749,162  was due  primarily  to a net loss of $896,568  and  adjustments  to
reconcile  net income to net cash used in operating  activities in the amount of
$147,406  comprised of (a) depreciation and amortization of $1,614, (b) decrease
in accounts  receivable  and  prepaids of $54,000,  and (c) increase in accounts
payable and accrued interest of $91,792.

Cash Provided By Our Financing Activities

Net cash used in our financing activities of $754,116 in the year ended December
31, 2005 was  comprised  of cash  provided by the  issuance of common  stock and
warrants aggregating $754,116.

Internal Sources of Liquidity

For the year ended  December 31, 2005,  the funds  generated from our operations
were insufficient to fund our daily operations. There is no assurance that funds
from our operations will meet the  requirements  of our daily  operations in the
future. In the event that funds from our operations are insufficient to meet our
operating  requirements,  we will need to seek  other  sources of  financing  to
maintain liquidity.


                                       19
<PAGE>

External Sources of Liquidity

We  actively  pursue  all  potential  financing  options  as we look  to  secure
additional  funds  to both  stabilize  and  grow our  business  operations.  Our
management will review any financing  options at their disposal,  and will judge
each  potential  source  of  funds on its  individual  merits.  There  can be no
assurance  that we will be able to secure  additional  funds from debt or equity
financing,  as and  when we  need  to,  or if we can,  that  the  terms  of such
financing will be favorable to us or our existing stockholders.

On October 28, 2003, we approved the acceptance of a Subscription  Agreement and
Loan Agreement between us and a Life Insurance Company. Under the terms of these
agreements,  the Life  Insurance  Company  loaned to us  $250,000  pursuant to a
promissory note, carrying an interest rate of 6% pr annum, with interest payable
in quarterly installments with the first quarterly interest payment due on April
28,  2004.  This note is due and  payable in full on October  28,  2006,  and is
secured by a mortgage of a 25% mineral  interest in our 1,280 acre Detrital Wash
Mining  Claims in Mohave  County,  Arizona.  At December  31, 2005  $250,000 was
outstanding  under this Note. The Life  Insurance  Company has waived payment of
all  interest  due until  October 28,  2006.  This Life  Insurance  Company also
purchased 7,663,500 shares of the Company's common stock at a value of $0.03 1/3
for a total purchase price of $250,000

Inflation

Management  believes that inflation has not had a material effect on our results
of operations, and does not expect that it will in fiscal year 2006, except that
rising  oil and gas prices  may  materially  and  adversely  impact the  economy
generally.

Forward Looking Statements

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  includes a number of  forward-looking  statements  that  reflect our
management's   current  views  with  respect  to  future  events  and  financial
performance. Those statements include statements regarding our intent, belief or
current  expectations,  and those of members of our management  team, as well as
the  assumptions on which such statements are based.  Prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by us  throughout  this Report,  as well as in our other  reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  We  undertake  no  obligation  to update or revise
forward-looking  statements to reflect  changed  assumptions,  the occurrence of
unanticipated  events or  changes in future  operating  results  over  time.  We
believe that our  assumptions  are based upon  reasonable  data derived from and
known about our  business and  operations.  No  assurances  are made that actual
results of  operations or the results of any future  activities  will not differ
materially from our assumptions.

Since our trading shares are classified as "penny  stocks",  we are not entitled
to rely upon the "Safe Harbor"  provisions adopted by the SEC under the Exchange
Act with respect to Forward  Looking  Statements.  Nevertheless,  investors  are
urged to give serious consideration to those factors which we have identified as
outside of our  control,  and the  consequences  to us and our  investors if our
anticipated  results  do not come to pass as  expected  as a result of  material
deviations  which may occur from the  assumptions  we have relied upon in making
Forward-Looking Statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.


                                       20
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Board of Directors
International Star, Inc. and Subsidiaries
Henderson, Nevada

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We have audited the  accompanying  consolidated  balance sheet of  International
Star, Inc. and  Subsidiaries  (an Exploration  Stage Company) as of December 31,
2005 and the  consolidated  statements of operations,  stockholders'  equity and
cash flows for the years ended  December  31, 2005 and 2004,  and for the period
from inception of exploration stage (January 1, 2004) through December 31, 2005.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

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

In our opinion,  based upon our audits, these consolidated  financial statements
present fairly, in all material aspects, the consolidated  financial position of
the  Company  as of  December  31,  2005,  and the  consolidated  results of its
operations  and cash flows for the years ended  December 31, 2005 and 2004,  and
for the period from  inception of  exploration  stage  (January 1, 2004) through
December 31, 2005, in conformity with accounting  principles  generally accepted
in the United States of America.

As explained in Note K, the Company has restated its  financial  statements  for
the  year  ending  December  31,  2005 to  correct  an  accounting  error in the
recording of mineral exploration costs and additional paid in capital.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  The  Company  does  not  have the
necessary  working  capital to service  its debt and for its  planned  activity,
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to these  matters are  described  in Note J to the
financial statements.  These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/Madsen & Associates CPA's, Inc.
Madsen & Associates CPA's, Inc.
March 31, 2006
Salt Lake City, Utah


                                       21
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                         (An Exploration Stage Company)

<TABLE>
<CAPTION>
                                                         ASSETS
                                                                                                            (Restated)
                                                                                                           December 31,
                                                                                                               2005
                                                                                                           ------------
<S>                                                                                                        <C>
Current Assets:
     Cash                                                                                                  $   205,220
                                                                                                           -----------
                                                                                  Total Current Assets         205,220

Fixed Assets (Net of Accumulated Depreciation)                                                                  31,964

                                                                                                           -----------
                                                                                          Total Assets     $   237,184
                                                                                                           ===========

                                     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
     Accounts payable                                                                                      $    71,608
     Accrued Interest and Expenses                                                                              21,459
     Note Payable                                                                                              250,000
                                                                                                           -----------
                                                                             Total Current Liabilities         343,067

Stockholders' Equity (Deficit):
     Common Stock, $.001 par value; authorized 780,000,000 shares;                                         $   212,987
           issued and outstanding 212,987,443 at December 31, 2005
     Paid-In Capital                                                                                         3,524,059
     Accumulated Deficit                                                                                    (3,842,929)
                                                                                                           -----------
                                                                            Total Stockholders' Equity        (105,883)

                                                            Total Liabilities and Stockholders' Equity     $   237,184
                                                                                                           ===========
</TABLE>

               See accompanying notes to the financial statements.

                                       22
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                         (Restated)
                                                          (Restated)                                   Cumulative from
                                                             Year                    Year         Inception of Exploration
                                                            Ended                   Ended        Stage (January 1, 2004) to
                                                      December 31, 2005       December 31, 2004       December 31, 2005
                                                      -----------------       -----------------  --------------------------
<S>                                                     <C>                     <C>                     <C>
Revenue:                                                $          --           $          --           $          --
                                                        -------------           -------------           -------------
                                 Total Revenue                     --                      --                      --

 Expenses:
     Mineral exploration costs                                247,640                 231,145                 478,785
     Professional fees                                         24,435                  87,813                 112,248
     Management fees & Compensation                           420,727                 496,827                 917,554
     Depreciation & amortization                                1,614                   2,859                   4,473
     General & administrative                                  93,615                  42,374                 135,989
                                                        -------------           -------------           -------------
                                Total Expenses                788,031                 861,018               1,649,049

                    Net (Loss) from Operations          $    (788,031)          $    (861,018)          $  (1,649,049)
                                                        =============           =============           =============

Other Income (Expenses)
     Interest Expense                                         (11,250)                (29,277)                (40,527)
     Loss on divestiture of subsidiary                             --                 (99,472)                (99,472)
                                                        -------------           -------------           -------------
                          Total Other Expenses                (11,250)               (128,749)               (139,999)

                                      Net Loss               (799,281)               (989,767)             (1,789,048)
                                                        =============           =============           =============

                       Weighted Average Shares
                      Common Stock Outstanding            201,308,938             175,099,143
                                                        =============           =============

                     Net Loss Per Common Share
                    (Basic and Fully Dilutive)          $       (0.00)          $       (0.00)
                                                        =============           =============
</TABLE>

                 See accompanying notes to financial statements.


                                       23
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                      (Restated)
                                                                                                                      Cumulative
                                                                                                                    from Inception
                                                                           (Restated)                               of Exploration
                                                                              Year                   Year          Stage (January 1,
                                                                             Ended                  Ended               2004) to
                                                                        December 31, 2005    December 31, 2004     December 31, 2005
                                                                        -----------------    -----------------     -----------------
<S>                                                                        <C>                  <C>                   <C>
Cash Flows Used in Operating Activities:
     Net Loss                                                              $  (799,281)         $  (989,767)          $(1,789,048)

     Common stock issued for services                                               --               74,000           $    74,000
     Loss of divestiture of Pita King                                               --               99,472           $    99,472
     Depreciation & Amortization                                                 1,614                2,859           $     4,473
Changes to Operating Assets and Liabilities:                                        --
     (Increase) decrease in screened ore                                            --                2,600           $     2,600
     (Increase) decrease in Accounts Receivable and Prepaids                    54,000               25,795           $    79,795
     (Increase) decrease in Inventories                                             --               63,812           $    63,812
     (Increase) decrease in Goodwill                                                --               92,874           $    92,874
     (Decrease) Increase in accounts payables and accrued interest              91,792              (30,693)          $    61,099
     (Decrease) Increase in accrued management fees / compensation                  --              (44,474)          $   (44,474)
                                                                           -----------          -----------           -----------
                              Cash Flows Used in Operating Activities         (651,875)            (703,522)           (1,355,397)

Cash Flows used in Investing Activities:
     Purchase fixed assets                                                          --              (29,355)          $   (29,355)
                                                                           -----------          -----------           -----------
                              Cash Flows Used in Investing Activities               --              (29,355)              (29,355)

Cash Flows from Financing Activities:
     Common stock and warrants issued for cash                                 656,826              569,000           $ 1,225,826
     Proceeds from notes payable                                                    --                   --           $        --
     Repayments on line of credit                                                   --                   --           $        --
     Advances from officers/affiliates                                              --                   --           $        --
                                                                           -----------          -----------           -----------
                                 Cash Flows from Financing Activities          656,826              569,000             1,225,826

                                                                           -----------          -----------           -----------
                                      Net Increase (Decrease) in Cash            4,951             (163,877)             (158,926)
                                                                           -----------          -----------           -----------

                                          Cash at Beginning of Period          200,269              364,146               364,146

                                                Cash at End of Period      $   205,220          $   200,269           $   205,220
                                                                           ===========          ===========           ===========

Supplemental Non-Cash Financing Activities:

     Capital contributed for payment of loans, cash advances
     and interest                                                          $        --          $    81,392           $    81,392
                                                                           ===========          ===========           ===========

     Interest Paid                                                                              $    21,777          $    31,883
                                                                           ===========          ===========           ===========

     Income Taxes Paid                                                     $        --          $        --           $        --
                                                                           ===========          ===========           ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       24
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Restated)
                 Cumulative from Inception of Exploration Stage
                  (January 1, 2003) through December 31, 2005

<TABLE>
<CAPTION>
                                                                   Common         Common
                                                                   Stock          Stock        Paid-In     Accumulated      Total
                                                                   Shares         Amount       Capital       Deficit        Equity
                                                               -------------   -----------   -----------   ------------   ---------
<S>                                                              <C>           <C>           <C>           <C>            <C>
                                Balances at December 31, 2003    180,126,681   $   180,127   $ 2,183,198   $ (2,053,882)  $ 309,443
                                                                                                                          ---------
Shares cancelled from divestiture of Pita King Bakeries,
Int'l, Inc.                                                      (12,000,000)  $   (12,000)  $     4,000   $         --   $  (8,000)
                                                                                                                          ---------
Shares retained to Company and cancelled                            (105,000)  $      (105)  $    (2,895)  $         --   $  (3,000)
                                                                                                                          ---------
Common stock issued for cash.  February 20, 2004                          --
Valued at $.05 per share                                              90,000   $        90   $     1,410   $         --   $   1,500
                                                                                                                          ---------
Common stock issued for cash.  February 20, 2004                          --
Valued at $.06 per share                                             300,000   $       300   $     5,700   $         --   $   6,000
                                                                                                                          ---------
Common stock issued for cash.  April 27, 2004                             --
Valued at $.11 per share                                             409,092   $       409   $    14,591   $         --   $  15,000
                                                                                                                          ---------
Common stock issued for cash.  May 28, 2004                               --
Valued at $.07 per share                                             454,545   $       455   $     9,545   $         --   $  10,000
                                                                                                                          ---------
Common stock issued for cash.  June 7, 2004                               --
Valued at $.07 per share                                           4,090,908   $     4,091   $    85,909   $         --   $  90,000
                                                                                                                          ---------
Capital contributed for interest expenses.  June 30, 2004                 --   $        --   $     7,500   $         --   $   7,500
                                                                                                                          ---------
Common stock issued for services.  September 30, 2004                     --
Valued at $.03 per share                                           6,000,000   $     6,000   $    54,000   $         --   $  60,000
                                                                                                                          ---------
Common stock issued for cash.  October 6, 2004                            --
Valued at $.10 per share                                           2,250,000   $     2,250   $    72,750   $         --   $  75,000
                                                                                                                          ---------
Common stock issued for cash.  November 29, 2004                          --
Valued at $.10 per share                                           1,500,000   $     1,500   $    48,500   $         --   $  50,000
                                                                                                                          ---------
Common stock issued for cash.  December 8, 2004                           --
Valued at $.10 per share                                           9,750,000   $     9,750   $   315,250   $         --   $ 325,000
                                                                                                                          ---------
Common stock issued for services.  December 31, 2004                      --
Valued at $.10 per share                                             420,000   $       420   $    13,580   $         --   $  14,000
                                                                                                                          ---------
Capital contributed for services and accrued expenses                     --   $        --   $    73,892   $         --   $  73,892
                                                                                                                          ---------
                  Net (loss) for year ended December 31, 2004             --   $        --   $        --   $   (989,767)  $(989,767)
                                                               -------------   -----------   -----------   ------------   ---------
                                                                          --
                                Balances at December 31, 2004    193,286,226   $   193,286   $ 2,886,930   $ (3,043,648)  $  36,569
</TABLE>

                 See accompanying notes to financial statements.


                                       25
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES
                   STATEMENT OF STOCKHOLDERS' EQUITY (Cont'd)
                                   (Restated)
                 Cumulative from Inception of Exploration Stage
                  (January 1, 2003) through December 31, 2005

<TABLE>
<CAPTION>
                                                                   Common         Common
                                                                   Stock          Stock        Paid-In     Accumulated      Total
                                                                   Shares         Amount       Capital       Deficit        Equity
                                                               -------------   -----------   -----------   ------------   ---------
<S>                                                              <C>           <C>           <C>           <C>            <C>
1 for 3 forward stock split. February 22, 2005

Common stock issued for cash.  February 4, 2005
Valued at $.05 per share                                             199,500   $       200   $     9,776                      9,975

Common stock issued for cash.  February 4, 2005
Valued at $.05 per share                                           1,151,013   $     1,151   $    56,400                     57,551

Common stock issued for cash.  March 3, 2005
Valued at $.049                                                      509,036   $       509   $    24,447                     24,956

Common stock and warrants issued for cash. March 3, 2005
Valued at $.03                                                     1,666,667   $     1,667   $    48,313                     49,980

Common stock and warrants issued for cash. March 3, 2005
Valued at $.02                                                     4,500,000   $     4,500   $    85,477                     89,977

Common stock issued for cash, March 31, 2005
Valued at $.10                                                       500,000   $       500   $    49,500                     50,000

Common stock and warrants issued for cash, April 26, 2005
Valued at $.12                                                       833,334   $       833   $    99,137                     99,970

Common stock issued for cash, June 1, 2005
Valued at $.066                                                      150,000   $       150   $     9,850                     10,000

Common stock and warrants issued for cash, June 8, 2005
Valued at $.06                                                       975,000   $       975   $    57,495                     58,470

Common stock and warrants issued for cash, August 22, 2005
Valued at $.02                                                     6,300,000   $     6,300   $   119,700                    126,000

Common stock and warrants issued for cash, August 22, 2005
Valued at $.12                                                       166,667   $       167   $    19,833                     20,000

Common stock issued for cash, December 16, 2005
Valued at $.02                                                     2,500,000   $     2,500   $    47,450                     49,950

Common stock issued for cash, December 30, 2005
Valued at $.04                                                       250,000   $       250   $     9,750                     10,000

                  Net (loss) for year ended December 31, 2005                                                  (799,281)  $(799,281)
                                                               -------------   -----------   -----------   ------------   ---------

                                                                 212,987,443   $   212,987   $ 3,524,059   $ (3,842,929)  $(105,883)
                                                               =============   ===========   ===========   ============   =========
</TABLE>

                 See accompanying notes to financial statements.


                                       26
<PAGE>

                            INTERNATIONAL STAR, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

A. ORIGINATION AND HISTORY

International  Star, Inc. (the Company) was  incorporated  October 28, 1993 as a
Nevada corporation. On November 5, 1993, the Company issued 2,500 shares, no par
value,  for cash  consideration  of $5,000  in a 504  intrastate  offering.  The
Company amended its "Articles of Incorporation" on January 22, 1997,  increasing
its  authorized  common  stock  from  2,500  shares to  100,000,000  shares  and
modifying its par value to $.001 per share.

In January 1997, the Company forward split its common stock to 6,000,000  shares
in a 2400:1  exchange.  In April 1997, the Company again forward split its stock
5:1,   increasing  the  total  outstanding   shares  to  30,000,000  and,  in  a
reorganization  of outstanding  shares canceled  17,400,000 shares forward split
the balance of the shares 8:1 for an additional issuance of 10,080,000 shares to
the  12,600,000  shares  outstanding,  and then  issued  300,000  shares  to the
shareholders who canceled the 17,400,000 shares,  resulting in 22,980,000 shares
issued and  outstanding.  Also,  in April  1997,  the Company  issued  4,500,000
shares,  (valued at $10,000) in consideration  of services  performed by various
individuals and corporations.  The 4,500,000-share  transaction,  which predates
the 5:1 and 8:1 transactions,  were apparently not impacted by either of the two
aforementioned  forward splits,  but resulted in a total of 27,480,000 shares of
common stock issued and outstanding.

In April 1997,  the Company  entered the waste  management  business.  A loan of
$50,000 was obtained from an affiliated  entity,  American Holding Group, at 3%,
(no formal loan documents  were drafted),  a portion of which was used to open a
Company office in Idaho Falls, Idaho.

Due to a lack  of  capital,  the  Company  was  only  able  to  obtain  a  small
instrumentation sale for $17,444 to Asia Kingtec Co. LTD., in December 1997. The
Company closed its office in January 1998 and abandoned the computers and office
equipment,  purchased at $6,981,  to the three  individuals who lead the Company
into the waste management business. The Company accounts payable reflect $11,455
in disputed bills from these discontinued operations, which the Company does not
intend to pay.

The three officers and directors who were appointed at the time of the Company's
connection with the foray into the waste management business, resigned in August
1999. The Company accepted the resignations on September 8, 1999.

On July 17, 1998,  the Company  entered into an extraction  agreement with AuRic
Metallurgical Laboratories, Inc., a Utah limited liability corporation, with the
requirement  that  the  Company  pay  a 1%  net  smelter  return  to  AuRic  for
utilization of its technology.

On October  12,  1998,  the Company  entered  into a letter of intent with North
American Industrial  Development Authority,  Inc. (NAIDA), of Kingman,  Arizona.
The  original  proposal  involved   constructing  an  investment  in  a  mineral
processing plant in order to process ores from the Company's  mineral  property.
In exchange, NAIDA would receive 15% of the total ore produced. However, because
of NAIDA's inability to perform, the proposal was never set into motion.


                                       27
<PAGE>

On October 15, 2001,  the Company formed a wholly owned  subsidiary  called Qwik
Track, Inc. (Qwik Track).  Qwik Track operated as an internet web-based business
that provides  handicapping,  analytical  data and  statistical  information for
wagering  on  thoroughbred   horse  races.   Qwik  Track  also  offers  wagering
enthusiasts  the opportunity to participate in multiple  racetrack  wagering via
the  internet.  The Nevada  Secretary  of State has,  as of November  11,  2005,
revoked the corporate status of Quik Track,  Inc. under the laws of the State of
Nevada.

On October 1, 2002, the Company acquired all of the outstanding shares of common
stock of Pita King Bakeries  International,  Inc. (Pita King) making Pita King a
wholly owned  subsidiary  of the  Company.  Pita King  operated a retail  bakery
outlet in Everett, Washington which commenced operations in September of 2001.

On January 1, 2004, the original shareholders of Pita King and the management of
the Company mutually agreed to dissolve their business  relationship.  (See Note
H)

The  Company's  main focus of  business,  commencing  January  1,  2004,  is the
exploration  of  mining  claims  and  mining  properties.  The  Company  has  in
accordance  with  guidelines of the  Securities  and Exchange  Commission  (SEC)
appropriately  disclosed  that the company is considered and  exploration  stage
company.

B. SIGNIFICANT ACCOUNTING POLICIES

1. Principles of Consolidation and Accounting Methods

These  consolidated  financial  statements include the accounts of International
Star, Inc., and Qwik Track, Inc. (a wholly owned subsidiary) for the fiscal year
ended  December  31, 2005 and the accounts of  International  Star,  Inc.,  Qwik
Track, Inc. for the fiscal year ended December 31, 2004.

2. Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount 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.

3. Dividend Policy

The Company has not adopted a policy regarding the payment of dividends.

4. Mineral Properties and Equipment

The Company has expensed the costs of acquiring  and  exploring  its  properties
during the periods in which they were incurred, and will continue to do so until
it is able to determine that  commercially  recoverable ore reserves are present
on the properties. If it determines that such reserves exist, it will capitalize
further costs.

5. Basic and Dilutive Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts was  computed  based on the weighted
average number of shares  actively  outstanding in accordance  with SFAS NO. 128
"Earnings  Per Share."  Diluted net income (loss) per share amounts are computed
using the weighted average number of common shares and common  equivalent shares
outstanding  as if shares had been issued on the  exercise  of any common  share
rights unless the exercise becomes antidultive and then only the basic per share
amounts are shown in the report.


                                       28
<PAGE>

6. Comprehensive Income

The  Company  adopted  SFAS No. 130,  "Reporting  Comprehensive  Income",  which
requires  inclusion  of  foreign  currency  translation  adjustments,   reported
separately  in its Statement of  Stockholders'  Equity,  in other  comprehensive
income. Such amounts are immaterial and have not been reported  separately.  The
Company had no other forms of comprehensive income since inception.

7. Stock Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No.25 (APB
25) and related  interpretations  in accounting  for its employee stock options.
Under APB25,  when the exercise  price of employee stock options is equal to the
estimated  market  price  of the  stock on the date of  grant,  no  compensation
expense is recorded.  The Company has adopted the disclosure-only  provisions of
Statement of Financial  Accounting  Standards No. 123 (SFAS 123) with respect to
employee stock options.

8. Income Taxes

The Company has adopted SFAS No. 109 "Accounting for Income Taxes".  The Company
accounts for income taxes under an asset and  liability  approach  that requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax consequences of events that have been recognized in the Company's  financial
statements or tax returns.  In estimating future tax consequences,  all expected
future  events,  other than  enactment of changes in the tax laws or rates,  are
considered.

t 0 0 Due to the uncertainty regarding the Company's future  profitability,  the
future tax  benefits  of its  losses  have been  fully  reserved  and no net tax
benefit has been recorded in these financial statements.

9. Fair Value of Financial Instruments

The respective carrying value of certain on-balance-sheet  financial instruments
approximated their fair values.  These financial  instruments  include cash, tax
credit recoverable,  reclamation bond, accounts payable and accrued liabilities,
amount due to a director and loan payable.

10. Recent Accounting Pronouncements

The  Company  does  not  expect  that  the  adoption  of  other  recent  account
pronouncements will have a material effect on its financial statements.

11. Revenue Recognition

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

12. Statement of Cash Flows

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid  investments  with a maturity of three  months or less to be cash
equivalents.


                                       29
<PAGE>

13. Financial and Concentration Risk

The Company does not have any concentration or related financial credit risk

C. ESTABLISHING THE DETRITAL WASH PROJECT

On May 30,  2001,  the  Company  announced  plans  to focus  on  widening  their
exploration  area, by  re-establishing  a project from 1998, the "Detrital Wash"
project.  Though  positive  results were generated  from testing  conducted of a
2-ton composite sample;  the Company's limited capital during the past 12 months
has delayed  commencement  of any significant  project  operations.  Still,  the
Company is continuing to expend  efforts and resources to maintain the operating
costs of its mining interests.

D. LOANS AND ADVANCES FROM COMPANY DIRECTORS

Company  directors  have from time to time advanced funds to the Company for the
payment of  operating  expenses.  These  advances are repaid in cash and through
common stock of the Company.  The amounts that were due to the Company directors
for these advances were $0 at December 31, 2005.

The Company's  President/CEO  charges the Company a management fee of $5,000 per
month,  totaling $60,000 annually. A director of the Company is also compensated
in the  form of a  management  fee in the  amount  of  $5,000  per  month as the
Director of Mineral Operations for the Company.

Subsequent to year end, in January 2006,  stock was issued to 2 Company officers
in satisfaction of commission related to private placement stock sales.  Related
commission expense was recorded in the 12/31/2005 financial statements.

E. COMMON STOCK

The Company issued options for the purchase of 2,280,000  common shares,  to its
directors on November 7, 2000.  The options  have an exercise  price of $.25 per
share,  are vested as of the November 7, 2000, and have a 5-year  duration.  The
Company did not recognize  any  compensation  expense in  connection  with their
issuance, as the Company values the issuance of its options under the "intrinsic
value  method".  Also,  the option price exceeded or equaled the market value of
the stock at the time of the grant of these options.

On January 18, 2001, the Company conducted a private placement of 400,000 shares
of common  stock at $.25 per unit.  Each unit  consisted of one common share and
one non-transferable share purchase warrant. Each warrant entitles the holder to
purchase an additional share for a two-year period at $.75 per unit. The private
placement  funds  totaled  $100,000,  all of which were  utilized  for  incurred
operational  costs and mineral  development  expenses  relating to the Company's
recent acquisition.

On March 22, 2001,  the Company issued  1,000,000  shares of its common stock to
Gold Standard Mines,  Inc., valued at $.40 per share,  (current market value) in
connection with the acquisition agreement.

In  July  of  2001,  the  Company  issued  42,682  shares  of  common  stock  as
consideration  for the  consulting  services of James  Williams,  per consulting
agreement dated May 9, 2001. The shares were valued at the current market value;
$.41 per share.


                                       30
<PAGE>

On October 1, 2001,  the  Company  issued  310,000  options,  valued at $77,500,
($0.25 per option) to directors and employees of Qwik Track,  Inc. These options
are valid until October 1, 2005, and will be vested at 25% each year.

During the year ended December 31, 2003, the Company issued  9,133,500 shares of
common  stock for cash with the  shares  valued at a range of $0.01 to $0.10 per
share. The Company also issued 14,857,990 shares of common stock for loans, cash
advances, accrued management fees and interest valued at a range of $0.03 1/3 to
$0.05 per share.

During the year ended December 31, 2004, the Company issued  6,281,515 shares of
common  stock for cash with the  shares  valued at a range of $0.05 to $0.11 per
share.  The Company  also issued  2,140,000  shares of common stock for services
rendered to the Company at $0.03 and $0.10 per share.

On February 2, 2005,  the Company  executed a 1 for 3 forward stock split.  This
transaction has been retroactively  applied to give effect to this forward stock
split as if it occurred at the Company's inception.

During the year ended December 31, 2005, the Company issued 19,701,217 shares of
common stock and 16,025,001  warrants for cash with the shares valued at a range
of $0.02 to $0.15 per share,  and the warrants  with an exercise  price range of
$0.03 to $0.15.  These warrants do not have any registration  rights and carry a
two-year  life.  The fair value of all  warrants has been  calculated  using the
Black-Scholes method, with the resulting value being immaterial to the financial
statement presentation.

F. ACQUISITION AND DIVESTITURE OF PITA KING BAKERIES INTERNATIONAL, INC.

On October 1, 2002, the Company  issued  4,139,500  restricted  shares of common
stock to the shareholders of Pita King Bakeries International,  Inc. (Pita King)
and  acquired all of the  outstanding  shares of Pita King.  Pita King  Bakeries
International,  Inc. (a Nevada corporation) is a wholly owned subsidiary and the
holding company for Pita King Ltd. (a Washington  corporation).  Pita King, Ltd.
began operations as a retail bakery in Everett,  Washington in September of 2001
and  continues  to  operate  as a retail  bakery.  The  results  of Pita  King's
operations  for the fiscal  year ended  October  31,  2003 are  included  in the
consolidated statement of operations.

Effective  January  1,  2004,  the  original  shareholders  of Pita King and the
management  of  the  Company   mutually   agreed  to  dissolve   their  business
relationship. Under terms of this dissolution, the original shareholders of Pita
King returned 4,000,000 shares of common stock to the Company and Company agreed
to forgive a $35,000 loan made to Pita King. The original  shareholders  of Pita
King were allowed to retain 139,500  shares of the Company's  common stock which
they had received as part of the original purchase of Pita King. The Company has
recognized a loss of $99,472 on the divestiture of Pita King.

G. INVESTMENT IN QWIK TRACK, INC.

On October 15, 2001, Qwik Track, Inc.  (Q-Track) was organized as a wholly owned
subsidiary of International  Star, Inc. Q-Track operates as a web-based  service
business  providing  the wagering  enthusiast  with  thoroughbred  handicapping,
analytical  data and  statistical  information  for racetrack  wagering over the
internet.  Q-Track  has not  commenced  principal  operations  and has  incurred
minimal  expenses  since  inception.  The Nevada  Secretary  of State has, as of
November 11, 2005,  revoked the corporate  status of Quik Track,  Inc. under the
laws of the State of Nevada.


                                       31
<PAGE>

H. QUANTITATIVE AND QUALITATIVE DISCLOSURES

The  Company  will be exposed to  various  market  risks as a part of its future
operations.  As an effort to mitigate losses  associated  with these risks,  the
Company may, at times, enter into derivative  financial  instruments.  These may
take the form of forward sales  contracts  and interest rate swaps.  The Company
does not actively  engage in the practice of trading  derivative  securities for
profit.  This  discussion  of the  Company's  market risk  assessments  contains
"forward  looking  statements"  that  contain  risks and  uncertainties.  Actual
results and actions could differ materially from those discussed below.

The Company's future operating results will be substantially  dependent upon the
world market prices of Palladium, Platinum, Gold and Silver, which can fluctuate
widely  and are  affected  by  numerous  factors,  such as supply and demand and
investor sentiment.  In order to mitigate some of the risk associated with these
fluctuations,  the Company may at times enter into forward sale  contracts.  The
Company will  continually  evaluate the potential  benefits of engaging in these
strategies  based on the then  current  market  conditions.  The  Company may be
exposed  to  nonperformance  by  counterparties  as  a  result  of  its  hedging
activities.  This exposure would be limited to the amount that the spot price of
the metal falls short of the contract price.

I. NOTE PAYABLE

On October  28,  2003  management  approved  the  acceptance  of a  Subscription
Agreement and Loan Agreement  between the Company and a Life Insurance  Company.
Under the terms of the agreement,  the Life Insurance Company loaned $250,000 to
the Company.  This note carries an interest  rate of 6% per annum with  interest
only payable in quarterly installments with the first quarterly interest payment
due on April 28, 2004.  This note is due and payable in full on October 28, 2006
and is secured by a mortgage of a 25% mineral  interest in the  Company's  1,280
acre  Detrital  Wash  Mining  Claims  in  Mohave  County,  Arizona  (see  Note C
Establishing  the  Detrital  Wash  Project).  This Life  Insurance  Company also
purchased 7,663,500 shares of the Company's common stock at a value of $0.03 1/3
for a total purchase price of $250,000 (see Note E Common Stock).

J. GOING CONCERN

The company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.

K. RESTATEMENT

The Company has restated its financial  statements  for the year ended  December
31, 2005 to correct an accounting error in the recording of mineral  exploration
costs and additional paid in capital. The following tables reflect the effect of
the restatement adjustment on the balance sheet, statement of operations and net
loss per share.


                                       32
<PAGE>

<TABLE>
<CAPTION>
                                              Originally
                                               Reported         Restated        Adjustment
                                             ------------     ------------     ------------
<S>                                          <C>              <C>              <C>
Balance Sheet
  Total Assets                                    237,184          237,184               --
  Paid in Capital                               3,621,346        3,524,059          (97,287)
  Accumulated Deficit                          (3,940,216)      (3,842,929)          97,287
  Total Liabilities & Stockholders Equity         237,184          237,184               --

Statement of Operations
  Mineral Exploration Costs                       344,927          247,640          (97,287)
  Net Loss                                       (896,568)        (799,281)          97,287
  Weighted average shares
  Common stock outstanding                    201,308,938      201,308,938               --

  Net loss per share                         $      (0.00)    $      (0.00)    $      (0.00)
</TABLE>

L. RELATED PARTY TRANSACTIONS

The Company has agreed to pay officers, directors and employees of the Company a
10%  finder's  fee on any private  placement  sales of common stock and upon any
funds loaned to the Company for working capital. During the years ended December
31, 2005 and 2004 the amounts  paid to  officers,  directors  and  employees  as
finder's fees totaled $33,494 and $21,225, respectively.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

Our management  evaluated,  with the  participation  of our Chief  Executive and
Financial Officer,  the effectiveness of our disclosure  controls and procedures
as of the end of the  period  covered  by this  Annual  Report  on Form  10-KSB,
December 31, 2005. Based on this  evaluation,  our Chief Executive and Financial
Officer has concluded that our disclosure controls and procedures (as defined in
Rules  13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934 (the
Exchange  Act)  are  ineffective  to  ensure  that  information  required  to be
disclosed  by us in reports  that we file or submit  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and forms.  Specifically,  we have  identified a material  weakness
relating  to  our  lack  of  competent  financial   management   personnel  with
appropriate  accounting  knowledge and training and our  financial  inability to
retain such financial management personnel during the fiscal year ended December
3,1 2005. We continue to seek the capital necessary to hire additional personnel
to address this weakness, however, as of the date of this Amendment, we have not
been able to do so. Any plan to address the  above-identified  material weakness
will necessarily  depend on our ability to obtain additional funding to hire and
train additional personnel with the appropriate accounting knowledge,  expertise
and experience.

We are  developing  a plan to  ensure  that all  information  will be  recorded,
processed, summarized and reported on a timely basis. This plan is dependent, in
part, upon reallocation of  responsibilities  among various personnel,  possibly
hiring additional personnel and additional funding. It should also be noted that
the design of any system of controls is based in part upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in achieving  its stated  goals under all  potential  future
conditions, regardless of how remote.


                                       33
<PAGE>

(b) Changes in Internal Control over Financial Reporting

There was no change in the our internal controls that occurred during the fourth
quarter of the period covered by this report that has materially affected, or is
reasonably  likely to affect,  the company's  internal  controls over  financial
reporting.

ITEM 8B. OTHER INFORMATION

Item 3.02 Unregistered Sales of Equity Securities

Our discussion under "Recent Sales of Unregistered Securities" in ITEM 5 of PART
II of  this  Annual  Report  on  Form  10-KSB  is  hereby  incorporated  by this
reference.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

Effective  May 10,  2005,  Ms.  Virginia  Kilpatrick  Shehee was  appointed  the
Chairman of our Board of Directors.

Effective May 17, 2005, Mr. Robert  Hawkins  resigned as the President and Chief
Executive  Officer of our Company.  He was replaced by our current President and
Chief Executive Officer, Mr. Denver Cashatt.

Effective May 13, 2005,  Mr. Robert  Hawkins was appointed the Vice President of
our Company.

On August 5, 2005,  Mr. Robert  Hawkins  temporarily  resigned from our Board of
Directors in consideration of his ongoing health problems.  Mr. Joe Therell, Jr.
was nominated  and appointed to replace Mr.  Hawkins on our Board on a temporary
basis.  Effective September 30, 2005, Mr. Robert Hawkins resigned from our Board
of Directors and Mr. Joe Therell,  Jr. was nominated and appointed as a Director
to replace Mr. Hawkins on our Board.

Effective  September 30, 2005, Mr. Robert Hawkins  resigned as Vice President of
our Company.

Effective  September 30, 2005, Mr. Robert Hawkins  resigned as President of Qwik
Track.

Effective  September 30, 2005, Mr. Denver Cashatt was appointed as President and
Chief  Executive  Officer of our Company,  and as President and Chief  Executive
Officer of Qwik Track.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Our executive officers and directors,  and their respective ages as of April 13,
2006, are as follows:

--------------------------------------------------------------------------------
         Name           Age           Position(s) Held             Date Service
                                                                      Began
----------------------  ---    -------------------------------    --------------

Denver Cashatt           58    President, CEO and Director        September 2003
Dottie Wommack McNeely   49    Secretary, Treasurer and CFO       January 2004
Kamal Alawas             55    Director                           December 1998
Joseph Therrell, Jr.     66    Director                           October 2004
Virginia Shehee          82    Director, Chairman of the Board    January 2005
--------------------------------------------------------------------------------


                                       34
<PAGE>

Mr. Denver Cashatt  currently serves as our President,  Chief Executive  Officer
and Director where his duties include managing the daily operations and planning
for the future growth of our Company. He has served in various executive officer
capacities  with our Company  since  September  30,  2003.  Prior to joining our
Company,  he  served as the Vice  President  of  Marketing  -US  Operations  for
International  Software Company, a French company.  Mr. Cashatt attended Western
Carolina University, and in 1968, received a Masters in Information Science from
the North Carolina School of Automation.

Ms. Dottie Wommack  McNeely  currently  serves as our  Secretary,  Treasurer and
Chief Financial Officer and has been employed by our Company since January 2004.
Prior to this,  from September 2003 to December 2003, she served as an executive
administrative  assistant  at Stovall  Fabrication,  Inc.,  a metal  fabrication
company  located in Mt.  Pleasant,  Texas.  From June 2003 to August  2003,  Ms.
Wommack  served as an  executive  administrative  assistant  at Isomet,  Ltd., a
safety equipment manufacturer located in Naples, Texas. From August 1996 through
April 2003, Ms. Wommack served as associate faculty and executive administrative
assistant at the Northeast Texas Community College, Computer Science Department.
Ms.  Wommack  received  an  Associate's  Degree  in  Computer  Information  from
Northeast  Texas  Community  College  in  1996,  and  also  attended  Texas  A&M
University  where she  majored in  Computer  Information  Systems and minored in
accounting.

Ms. Virginia  Kilpatrick Shehee currently serves as the Chairman of our Board of
Directors,  a position she has held since January  2005.  Ms. Shehee is also the
former State  Senator of Louisiana  and  currently  serves as the  President and
Chief  Executive  Officer  of  Kilpatrick  Life  Insurance   Company,   a  major
shareholder,  and Kilpatrick's Rose-Neath Funeral Homes and Cemeteries, Inc. Ms.
Shehee  is also  presently  on the  Forum  500  Board  of  Governors  and on the
Committee on Committees of the American Council of Life Insurance,  for whom she
also served on the Board of Directors and on the Taxation Steering  Committee as
well.  In  addition,  Ms.  Shehee is the  Chairman  Emeritus  of the  Biomedical
Research  Foundation  of  Northwest  Louisiana,  for whom she also served as the
President  and  Chairman  of its board of  directors.  Mr.  Shehee has served in
various  executive  capacities for the Life Insurers  Conference and was a board
member of LOMA, the Louisiana Insurers' Conference,  the Louisiana Life & Health
Insurance Guaranty Association and the National  Organization of Life and Health
Insurance Guaranty Association.

Mr. Kamal Alawas currently serves as a Director on our Board. From December 1998
to current,  he served as our President and Chief Executive Officer.  Mr. Alawas
also serves on the Board of Directors  of Franklin  Lake  Resources,  a publicly
traded Nevada company.

Mr. Joseph Therrell,  Jr. currently serves as a Director on our Board. Joseph E.
Therrell,  Jr., Vice  President,  Chief  Investment  Officer for Kilpatrick Life
Insurance Company. Mr. Therrell attended Vanderbilt University in Nashville, TN,
and  graduated  with  a BA  in  History.  He  also  attended  Tennessee  Bankers
Association  School at  Vanderbilt  in 1969 and  received  his Masters  from the
Graduate School of Banking of the South,  LSU Baton Rouge, in 1982. Mr. Therrell
is former  Branch  Manager of First  American  National  Bank in Nashville  from
1965-1974, and Vice President of Louisiana Bank & Trust Company from 1974-1989.

Term of Office

Our  directors  are  elected for a one-year  term to hold office  until the next
annual  general  meeting of our  shareholders,  or until  removed from office in
accordance with our bylaws and applicable law. Our officers are appointed by our
Board of Directors and hold office until removed by the Board.


                                       35
<PAGE>

Family Relationships

There  are no  familial  relationships  among  any of our  directors,  executive
officers,  or  persons  nominated  or chosen to become  directors  or  executive
officers.

Involvement in Certain Legal Proceedings

During the past five years, no present or former director,  executive officer or
person nominated to become a director or an executive officer of the Company:

      (1)   was a general partner or executive  officer of any business  against
            which any bankruptcy  petition was filed,  either at the time of the
            bankruptcy or two years prior to that time;

      (2)   was convicted in a criminal proceeding or named subject to a pending
            criminal  proceeding  (excluding  traffic violations and other minor
            offenses);

      (3)   was  subject to any order,  judgment  or  decree,  not  subsequently
            reversed,   suspended   or  vacated,   of  any  court  of  competent
            jurisdiction,   permanently  or  temporarily   enjoining,   barring,
            suspending  or  otherwise  limiting his  involvement  in any type of
            business, securities or banking activities; or

      (4)   was found by a court of competent  jurisdiction (in a civil action),
            the  Securities  and Exchange  Commission or the  Commodity  Futures
            Trading Commission to have violated a Federal or state securities or
            commodities  law, and the judgment has not been reversed,  suspended
            or vacated.

Audit Committee and Financial Expert Disclosures

Section 301 of the Sarbanes-Oxley Act of 2003, and SEC regulations  implementing
that provision  require that public companies  disclose a determination by their
Board of  Directors  as to the  existence  of a financial  expert on their audit
committee  and, if none is determined to exist,  that the Board of Directors has
determined that no one serving on its Board of Directors meets the qualification
of a  financial  expert as defined in the  Sarbanes-Oxley  Act and  implementing
regulations.

As of December  31, 2005,  and as of the date of filing of this report,  we have
not created any  standing  committees  of the Board of  Directors,  including an
audit committee.  Accordingly, our entire Board of Directors serves as our audit
committee.

We also disclose that our Board has determined that we have not , and we do not,
possess on our Board of Directors  anyone who  qualifies  as an audit  committee
financial expert and, unless and until one is identified and agrees to serve, we
will  continue to rely on outside  professional  consultants  who advise us with
respect to audit matters.

Compliance with Section 16(A) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to file reports of ownership and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
shareholders  are  required by SEC  regulation  to furnish us with copies of all
Section  16(a) forms they file.  Based  solely upon review of the copies of such
reports  furnished  to us during,  and with  respect  to, the fiscal  year ended
December 31, 2005 or any written  representations  we received  from a director,
officer,  or beneficial owner of more than 10% of our common stock that no other
reports were required  during that period,  we believe that, for the fiscal year
ended December 31, 2005, all Section 16(a) filing requirements applicable to our
reporting persons were met.


                                       36
<PAGE>

Code of Ethics

We have adopted a Code of Ethics applicable to our principal executive officers,
principal financial officers,  principal accounting officers or controllers,  or
persons performing similar functions,  a copy of which is filed as an Exhibit to
this Annual Report on Form 10KSB for the fiscal year ended December 31, 2005. In
addition, a copy of our code of ethics can be obtained by writing our Company at
2405 Ping Drive, Henderson, NV 89074.


                                       37
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                              Long Term
                                             Annual Compensation            Compensation
                                   ---------------------------------------  ------------
                                                                               Awards
                                                                    Other   ------------
                                                                   Annual    Securities
                                                                   Compen-   Underlying      All Other
                                           Salary      Bonus       sation      Options     Compensation
Name and Principal Position        Year      ($)        ($)          ($)         (#)            ($)
----------------------------       ----    -------    -------      -------   -----------   ------------
<S>                                <C>     <C>        <C>             <C>        <C>        <C>
Denver Cashatt                     2005    $94,525         --         --         --         $46,450(1)
President and                      2004    $ 60,00    $29,050         --         --         $60,000(2)
 Chief Executive Officers          2003    $13,000         --         --         --              --

Dottie Wommack McNeely             2005    $60,000         --         --         --         $37,411(3)
Secretary, Treasurer and CFO       2004    $47,125    $ 5,000         --         --              --
                                   2003         --         --         --         --              --

Robert L. Hawkins                  2005    $63,671         --         --         --
                                   2004    $60,000    $29,050         --         --(4)
                                   2003    $60,000         --         --         --

Kamal Alawas                       2005    $20,000         --         --         --
                                   2004    $60,000    $20,000         --         --(4)
                                   2003    $60,000         --         --         --
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Commission  paid on Private  Placements  and  compensation  for  voluntary
      reduction in annual salary. $35,000 converted into debt settlement stock

(2)   Signing bonus paid in stock

(3)   Commission  paid  on  Private  Placements.  $22,500  converted  into  debt
      settlement stock.

(4)   In our Annual  Report for the fiscal  year ended  December  31,  2004,  we
      reported  that we  granted  Mr.  Hawkins  5,500,000  options  to  purchase
      restricted  shares of our common stock and Mr. Alawas 3,500,000 options to
      purchase  restricted shares of our common stock pursuant to a Stock Option
      Plan  that  was  to  become  effective  January  1,  2005  pursuant  to  a
      shareholder vote. As discussed  elsewhere in this Report, the Stock Option
      Plan has not been submitted to a shareholder  vote and therefore,  has not
      been  adopted as the date of the filing of this Report.  Accordingly,  Mr.
      Alawas and Mr.  Hawkins  have agreed with us to rescind the grant of these
      options.  As a result,  no options have been granted to either Mr. Alawas,
      Mr. Hawkins or any of our named executive officers during our fiscal years
      2005 and 2004.


                                       38
<PAGE>

Stock Option Grants

In  August  2004,  our  Board  unanimously  voted  to adopt a Stock  Option  and
Restricted Stock Plan (the "Plan") to become  effective  January 1, 2005, and to
submit such plan to a vote of our  shareholders.  The Plan would  provided for a
share reserve of 18,000,000  common shares for future  issuance as direct awards
or upon exercise of options granted under the Plan.  However,  as of the date of
this filing,  the Plan has not been adopted,  and accordingly,  no stock options
were  granted to our named  executive  officers  during  the  fiscal  year ended
December  31,  2005,  nor have any  stock  options  been  granted  to our  named
executive  officers  since  December 31, 2005,  through and including the filing
date of this Report. Although we reported in our Annual Report on Form 10KSB for
the year ended  December  31, 2004 that  options  were granted to our then named
executive  officers and  directors,  the grant of these options were  contingent
upon the  adoption of the Plan in our fiscal year 2005.  Accordingly,  as we did
not adopt  the Plan,  these  options  were  effectively  rescinded  upon  mutual
agreement of our Company and the optionholder.

Exercises of Stock Options and Year-End Option Values

No stock  options were  exercised  by our named  executive  officers  during the
fiscal year ended  December 31, 2005,  nor have any stock options been exercised
by our named executive  officers since December 31, 2005,  through and including
the filing date of this Report.

Employment Agreements

Effective April 1, 2004, we entered into an employment agreement with Ms. Dottie
Wommack to serve as our  Secretary and  Treasurer at an annual  compensation  of
$60,000  per  year.  The  employment   agreement  provides  that  Ms.  Wommack's
employment shall continue on an annual basis with the renewal date as of October
28 of each calendar  year,  and that Ms.  Wommack will be eligible for quarterly
merit bonuses at the discretion of our upper management.

Effective  November 4, 2005,  we entered into an employment  agreement  with Mr.
Denver  Cashatt  to serve as our  President  and Chief  Executive  Officer.  The
employment agreement provides that Mr. Cashatt's employment shall continue for a
period of 3 years at an  annual  compensation  rate of  $100,000  per  year.  In
addition,  the employment agreement provides that Mr. Cashatt will be reimbursed
for  automobile  expenses  for  the use of  personal  vehicles  used in  Company
business as well as the use of a personal  dwelling for business  offices at the
monthly  rate of $550 per  month  for  office  space  and  $50.00  per month for
utilities.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities Authorized For Issuance under Equity Compensation Plans

We have not adopted any form of equity compensation plan, and accordingly,  have
not authorized the issuance of any securities under any such plan.


                                       39
<PAGE>

Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  concerning  the number of
shares of our common stock owned  beneficially as of the date of this Report by:
(i) each person  (including any group) known to us to own more than five percent
(5%) of any class of our voting securities; (ii) each of our directors and named
executive  officers;  and (iii) all of our  officers  and  directors as a group.
Except as otherwise indicated,  all stockholders have sole voting and investment
power with respect to the shares listed as beneficially  owned by them,  subject
to the rights of spouses under applicable community property laws.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Title of           Name and Address of             Amount and Nature of Beneficial       Percent of
  Class              Beneficial Owner                         Ownership                     Class
<S>          <C>                                  <C>                   <C>                  <C>
Common       Virginia K. Shehee                   Direct                46,860,908(1)        22%
             1818 Marshall St.
             Shreveport, LA 71161

Common       Kamal Alawas                         Direct                27,964,524(2)        13%
             P.O. Box 1191
             Everett, WA  98206

Common       Denver Cashatt                       Direct                 2,768,752            1%
             2405 Ping Drive
             Henderson, NV 89074

Common       Dottie Wommack McNeely               Direct                 2,563,402            1%
             595 S. Green Valley Pkwy, #1013
             Henderson, NV 89012

Common       Joseph Therrell, Jr.                 Direct                 1,704,545(3)         1%
             1818 Marshall Street
             Shreveport, LA 71101

Common       Robert L. Hawkins                    Direct                 3,933,918(4)         2%
             52 Megan Dr.
             Henderson, NV 89074
---------------------------------------------------------------------------------------------------
</TABLE>

(1)   Includes  shares  beneficially  owned by Kilpatrick  Life Insurance Co., a
      privately-owned  company  controlled  by Mrs.  Shehee.,  2,430,000  shares
      issuable upon exercise of warrants at $0.15, and 5,200,000 shares issuable
      upon exercise of options at $0.10 per share.

(2)   Includes 1,500,000 shares beneficially owned by Alawas Investments,  Inc.,
      a private investment company controlled by Mr. Alawas.

(3)   Includes  500,000 shares issuable upon exercise of warrants at $0.10,  and
      10,000 shares issuable upon exercise of warrants at $0.15 per share. These
      warrants  were  issued in  repayment  of debt due and owing from us to Mr.
      Alawas during our fiscal year 2003.

(4)   Mr. Hawkins resigned as Director September 30, 2005


                                       40
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended  December 31, 2005, we paid  commissions to certain
of our executive officers in an amount equal to ten percent (10%) of the amounts
raised in our private placements through the efforts of such executive officers.
Specifically,  and as set forth in Item 10 of this  Annual  Report,  $46,450 and
$37,411 were paid to our President and our Chief Financial Officer respectively,
of which approximately $35,000 and $22,500 were converted into restricted common
stock shares.  The terms of the  commissions  were approved by resolution of our
Board of Directors, dated April 27, 2004.

ITEM 13. EXHIBITS

      Exhibit
      No.         Description
      ---------   -----------

      3.(i)(1)    Articles of  Incorporation  of the Company  dated  October 26,
                  1993.

      3.(i)**     Certificate  of  Amendment  to Articles of  Incorporation,  as
                  filed with the Nevada Secretary of State on December 21, 2004.

      3.(i)**     Certificate  of  Amendment  to Articles of  Incorporation,  as
                  filed with the Nevada Secretary of State on April 30, 1997.

      3.(i)**     Certificate  of  Amendment  to Articles of  Incorporation,  as
                  filed with the Nevada Secretary of State on April 30, 1997.

      3.(i)**     Certificate  of  Amendment  to Articles of  Incorporation,  as
                  filed with the Nevada Secretary of State on February 18, 1997.

      3.(i)**     Certificate  of  Amendment  to Articles of  Incorporation,  as
                  filed with the Nevada Secretary of State on January 22, 1997

      3.(ii)(1)   Bylaws of the Company

      2.1(3)      Acquisition   Agreement  and  Plan  of  Reorganization   dated
                  November 15, 2002 by and among the Company, Pita King Bakeries
                  and the Shareholders of Pita King

      10.1(2)     Independent  Contractor/Consulting Agreement dated May 9, 2001
                  between the Company and James Williams.

      10.1(4)     Mining  Property Lease  Agreement  dated March 2, 1998 between
                  the Company and James R. Ardoin

      10.2(4)     Agreement  dated July 17,  1998  between the Company and AuRic
                  Metallurgical Laboratories, Inc.

      10.3(6)     Exploration  Rights  Agreement dated February 13, 2004 between
                  the Company and Associated Placer Group

      10.4(7)     Service  Agreement dated February 16, 2005 between the Company
                  and Zereko Nevada, Inc.


                                       41
<PAGE>

      10.5(8)     Joint  Venture  Agreement  dated  January 10, 2006 between the
                  Company and Resolve Capital Funding Corporation, Inc.

      10.6*       Agreement dated  September 23, 2000 between the Company,  Gold
                  Standard Mines, Inc. and Howard Sadlier

      10.7*       Assignment  of Rights to  Proprietary  Formula dated March 21,
                  2001 between the Company, Gold Standard Mines, Inc. and Howard
                  Sadlier

      10.8*       Officer  Employment  Agreement dated April 1, 2004 between the
                  Company and Dottie Wommack

      10.9*       Mutual Agreement to Dissolve  Business  Relationships  with an
                  effective  date of January 1, 2004  between the  Company  Pita
                  King Bakeries International, Inc.

      10.10*      Officer  Employment  Agreement  dated November 4, 2005 between
                  the Company and Denny Cashatt

      10.11*      Quit Claim Deed dated December 6, 2000 between the Company and
                  Gold Standard Mines

      14.1*       Code of Ethics for  Principal  Executive  Officers  and Senior
                  Financial Officers of the Company

      21.1(5)     List of Subsidiaries of the Company

                  Name                     State of           Names under which
                                        Incorporation        Subsidiary conducts
                                                                   Business
                  ----------------      -------------        -------------------
                  Qwik Track, Inc.          Nevada             Qwik Track, Inc.

      31.1*       Certification  of Chief  Executive  Officer  pursuant to Rules
                  13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2*       Certification  of Chief  Financial  Officer  pursuant to Rules
                  13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1*       Certification of Chief Executive  Officer pursuant to pursuant
                  to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002

      32.2*       Certification of Chief Financial  Officer pursuant to pursuant
                  to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002


                                       42
<PAGE>

            *     Filed with the Original Report on April 14, 2006.

            **    Filed herewith.

      (1)   Filed  on  January  12,   2000  as  an  exhibit  to  the   Company's
            registration  statement  on Form  10-SB and  incorporated  herein by
            reference.

      (2)   Filed on May 30,  2001 as an exhibit to the  Company's  registration
            statement on Form S-8 and incorporated herein by reference.

      (3)   Filed on November 19, 2002 as an exhibit to the Company's  report on
            Form 8-K and incorporated herein by reference.

      (4)   Filed on July 22, 2004 as an exhibit to the Company's  annual report
            on Form  10-KSB for the fiscal year ended  December  31,  2002,  and
            incorporated herein by reference.

      (5)   Filed on July 27, 2004 as an exhibit to the  Company's  amendment to
            its annual report on Form 10-KSB for the fiscal year ended  December
            31, 2003 and incorporated herein by reference.

      (6)   Filed on July 30,  2004 as an  exhibit  to the  Company's  quarterly
            report on Form  10-QSB  for the  quarter  ended  March 31,  2004 and
            incorporated herein by reference.

      (7)   Filed on February 25, 2005 as an exhibit to the Company's  report on
            Form 8-K/A and incorporated herein by reference.

      (8)   Filed on January 17, 2006 as an exhibit to the  Company's  report on
            Form 8-K and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We appointed the accounting firm of Madsen & Associates CPA's,  Inc.  ("Madsen")
to serve as our  independent  auditors for the fiscal  years ended  December 30,
2005 and 2004.  During our  fiscal  years  2005 and 2004,  accrued  fees owed to
Madsen are as follows:

Audit Fees

2005                 2004
----                 ----

$12,431              $10,021

Audit Related Fees

2005                 2004
----                 ----

$0.00                $0.00

Audit  Fees and Audit  Related  Fees  consist of fees  billed  for  professional
services  rendered  for auditing our  Financial  Statements,  reviews of interim
Financial  Statements  included in  quarterly  reports,  services  performed  in
connection  with other  filings with the  Securities & Exchange  Commission  and
related  comfort  letters and other  services that are normally  provided by our
independent  auditors in connection  with  statutory and  regulatory  filings or
engagements.


                                       43
<PAGE>

Tax Fees

2005                 2004
----                 ----

$0.00                $0.00

Tax Fees consists of fees billed for  professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

All Other Fees

2005                 2004
----                 ----

$0.00                $0.00


                                       44
<PAGE>

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.

INTERNATIONAL STAR, INC.


By:  /s/ Denver Cashatt
     -----------------------------------

     President, Chief Executive Officer and Director
     Date: August 17, 2006


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


By:  /s/ Denver B. Cashatt
     -----------------------------------
     Denver B. Cashatt
     President, Chief Executive Officer and Director
     Director
Date: August 17, 2006


By:  /s/Dottie Wommack McNeely
     -----------------------------------
     Dottie Wommack McNeely
     Chief Financial Officer, Treasurer and Secretary
Date: August 17, 2006


By:
     -----------------------------------
     Kamal Alawas
     Director
Date: August 17, 2006


By:   /s/ Joseph E. Therell, Jr.
     -----------------------------------
     Joseph E. Therell, Jr.
     Director
Date: August 17, 2006


By:   /s/ Virginia Kilpatrick Shehee
     -----------------------------------
     Virginia Kilpatrick Shehee.
     Director
Date: August 17, 2006


                                       45