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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2008

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

For the transition period from
______________to________________

Commission file number 000-52494

FORCE ENERGY CORP.(Exact
name of registrant as specified in its charter)

|Nevada                                                               | 98-0462664                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|708 11th Ave SW Suite 219                                            |                                     
|Calgary, Alberta, Canada                                             | T2R 0E4                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
403-718-9842

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value(Title of
class)

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

Yes[ ] No[X]

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

Yes[ ] No [X]

Indicate by checkmark whether the registrant has (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.

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Yes[X] No[ ]

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

Indicate by checkmark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

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

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

Yes[X] No[ ]

State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter:
$65,145,260 based on a price of $1.79 per share, being the average bid and
asked price of such common equity as of May 31, 2008.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.45,994,000 shares of common stock as of March 13, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). N/A

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PART I

Forward Looking Statements.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the United States Securities Exchange Act of 1934. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this annual report and in
our audited annual financial statements are stated in United States dollars and
are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
audited annual financial statements and the related notes that appear elsewhere
in this annual report.

As used in this annual report, and unless otherwise indicated,
the terms Force, the Company, we, us and our mean Force Energy Corp.
(formerly Nuance Resources Corp.) and its subsidiaries, unless otherwise
indicated.

ITEM 1. BUSINESS

Corporate History

Prior to December 29, 2006, our business plan was focused on
proceeding with the exploration of the Snippaker mineral claims to determine
whether there are commercially exploitable mineral reserves. In 2006, our
management was presented with a business opportunity by the management of a
private company named Nuance Resources, Corp. that upon evaluation proved more
interesting than our previous business plan. As a result, our management
suspended its efforts in relation to the exploration of the Snippaker mineral
claims at the time and entered into negotiations with Nuance Resources, Corp.
After conducting our due diligence and concluding negotiations it was determined
that a reverse acquisition of Nuance Resources, Corp. potentially presented
greater benefits for our company than the unproven Snippaker mineral claims. In
order to pursue this new business opportunity, we terminated our exploration
activities and entered into negotiations for an agreement of merger and plan of
reorganization.

On December 29, 2006, we consummated an agreement of merger and
plan of reorganization with Nuance Resources, Corp. and Farrier Acquisition,
Inc. (Farrier Acquisition), our wholly-owned Nevada subsidiary formed for the
purpose of effecting the transaction. In connection with the closing of the
merger transaction, Farrier Acquisition merged with and into Nuance Resources,
Corp., and Nuance Resources, Corp. became a wholly-owned subsidiary of Farrier
Resources Corp. named Nuance Resources Corp.. In accordance with the agreement
of merger and plan of reorganization, the stockholders of Nuance Resources,
Corp. received the right to receive one share of our common stock for each
issued and outstanding share of Nuance Resources, Corp.s common stock. As a
result, at closing, in exchange for 100% of the outstanding capital stock of
Nuance Resources, Corp., the former stockholders of Nuance Resources, Corp.
received 23,000,000 shares of our common stock.

Effective January 4, 2007, we completed the merger with our
subsidiary, Nuance Resources, Corp., a Nevada corporation. As a result, we
changed our name from Farrier Resources Corp. to Nuance Resources Corp..

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Effective February 12, 2008, we completed a merger with our
subsidiary, Force Energy Corp., a Nevada corporation. As a result, we changed
our name from Nuance Resources Corp. to Force Energy Corp..

Our Current Business

We are currently engaged in the business of identifying,
evaluating, and qualifying potential natural gas and oil wells; investing in
interests in those wells with the goal of producing commercially marketable
quantities of oil and natural gas. The majority of our business is derived from
projects identified by our principals. Our strategy is to identify low to
moderate risk oil and natural gas reserves by reviewing and reprocessing
previously recorded seismic data with a view to a deeper target in our analysis
than when the data was originally recorded. This approach allows us to evaluate
potential oil and natural gas sites for development without the operational and
financial commitment which would be required to record new seismic data on
comparable sites. By entering into participation agreements with companies which
have possession of such seismic data, our operational costs are limited to the
cost of analysis until such time as we have identified reserves for
development.

We are engaged in the business of identifying, evaluating, and
qualifying potential natural gas and oil wells; investing in interests in those
wells; and attempting to produce commercially marketable quantities of oil and
natural gas from those wells. We are currently not an operator on any natural
gas or oil wells. We intend to increase our staff and expand our operations into
these areas of activity should we establish sufficient cash flows in the next 12
months to support these activities. We presently hold 20% of the working
interest of County Line Energy Corp. in the Hayter Well located in Alberta,
Canada.

County Line Energy Corp. is the operator of the Hayter well. As
of the date of this annual report, the Hayter well has been cased and cemented
in anticipation of the completion of the drill program. County Line plans to
enter the Hayter well, perforate the potential pay zone(s) and conduct regular
production testing of the zone(s). Should the testing confirm adequate oil
reserves and potential economic flow rates, County Line is expected to install
adequate pumping equipment and other surface facilities in anticipation of the
projected flow rates. Currently, there are no known oil reserves on the Hayter
well.

We did not earn any revenues during the year ended November 30,
2008. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well or from any other properties or
projects in which we hold a working or direct interest.

Recent Corporate Developments

Since the commencement of our quarter ended November 30, 2008
we have experienced the following significant corporate developments:

|1. | On March 11, 2009 we entered into a loan agreement with
      G2 Petroleum, LLC. The loan is intended to form part of the purchase price
      for our acquisition of a working interest in the Diamond Springs Prospect.
      Pursuant to the terms of the loan agreement we advanced US$175,000 to G2
      Petroleum, LLC. As consideration for the advance of the loan, G2 Petroleum
      agreed that the US$50,000 paid by us under the prior letter agreement
      between the parties would be included as part of the purchase price of a
      new agreement between the parties respecting the acquisition of G2
      Petroleums working interest in the Diamond Springs Prospect. The loan is
      unsecured and payable on demand. As of the date of this annual report we
      are negotiating a definitive agreement with G2 Petroleum to acquire a
      working interest in the G2 Petroleum, LLCs Diamond Springs Prospect. The
      agreement is intended to replace and supercede all prior arrangements
      between the parties. There is no assurance that the parties will complete
      such an agreement as planned or at all.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | During our first fiscal quarter of 2009 we advanced
      CDN$29,000 to County Line Energy Corp for costs and expenses associated
      with the Hayter Well. As of the date of this annual report we are
      negotiating the acquisition of a further working interest in the Hayter
      Well with County Line. There is no assurance that we will enter into an
      agreement to acquire a further working interest as planned or at
    all.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|3. | During the quarter ended November 30, 2008 our letter of
      intent with Desert Mining Inc. expired. The prior letter of intent was for
      the purpose of acquiring Desert Minings interest in the Dripping Rock
      Prospect located in Sweetwater County, Wyoming. We are continuing to
      negotiate with Desert Mining with respect to a potential farm out
      agreement.                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | On November 3, 2008 James Baglot resigned as our
      secretary. Rahim Rayani was appointed as our Secretary to fill the
      vacancy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | On September 27, 2008 we entered into a Contract
      Operations Agreement with Continental Production Company, LLC
      (Continental) pursuant to which Continental agreed to act as field
      operator for the Companys Diamond Springs Project in consideration of
      which we agreed to pay Continental a fee of $2,500 per month. The
      agreement is for a term of one month commencing June 1, 2008 and
      continuing on a month to month basis unless otherwise terminated by either
      of the parties on 30 days notice. The Company has not yet conducted
      drilling operations on the Diamond Springs property and has withheld the
      payment of any funds under the agreement until drilling operations
      commence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | On September 11, 2008, we moved our head office to 708
      11th Ave. SW Suite 219 Calgary, AB Canada T2R 0E4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | On September 1, 2008, we entered into a
      Management/Operations Agreement with North Coast Resource Development, LLC
      (North Coast) for an initial term of six months expiring March 1, 2009.
      Pursuant to the terms of the agreement, North Coast agreed to act as
      manager and operator for the Companys Diamond Springs Project. As
      compensation for manager/operator services, the Company agreed to pay
      $10,000 upon signing the agreement and $5,000 per month over the term of
      the agreement. In January, 2009 we terminated the agreement in
      consideration of a final payment of $10,000 to North Coast. We paid a
      total of $30,000 under the agreement to date.                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8. | In September, 2008 we commenced a geothermal study of the
      Diamond Springs Prospect. The geothermal study was completed during our
      fourth fiscal quarter with positive results. The report of the independent
      geologist showed evidence of concentrations of potential commercial
      hydrocarbons in three sections allowing us to focus in on our future due
      diligence and drill targets.                                                                                                                                                                                                                                                                                                                                         

Purchase of Interest in the Hayter Well

On August 1, 2006, County Line Energy Corp. (County Line)
signed a participation agreement with Black Creek Resources Ltd. (BCR) in
which County Line acquired the right to become the operator and drill the Hayter
well (10D Hayter 10-8-40-1 W4M) located in Alberta, Canada. In order to exercise
that interest and acquire the rights to drill the Hayter well, County Line
agreed to pay 100% of all costs associated with the seismic option agreement and
pay 100% of the funds required to purchase rights to any existing seismic on the
property which may be for sale and or shoot additional 2D and 3D on the property
as required, pursuant to standard industry costs and practices.

Pursuant to a
  Participation Agreement dated December 21, 2006 between Black Creek Resources
  Ltd (BCR) and Nuance Exploration Ltd. (NEL), a wholly owned subsidiary of
  the Company, we acquired a 100% ownership in the interpretation of 3D seismic
  data covering four sections of certain land located in the province of Alberta,
  Canada by paying $82,650 for the purpose of acquiring and interpreting the
  seismic data. On October 15, 2007, prior to the evaluation of the 3D seismic
  data, County Line sold to BCR its 100% interest in the subject property and
  received as consideration a non-interest bearing promissory note for $111,144
  (CDN$110,000) to be repaid by November 30, 2007.

On November 30, 2007, County Line did not repay the amounts
owing pursuant to the promissory note and NEL and County Line entered into a
Participation Agreement whereby NEL accepted a 20% interest of the Grantors
working interest in the County Line 10D Hayter 10-8-40-1 W4M well as full and
final settlement of the promissory note. Pursuant to the terms of the
Participation agreement NEL agreed to assume 20% of all revenues, costs and
expenses associated with the project.

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Location of Hayter Well

Force Energy Corp. has a 20% working interest in the Hayter
Well (10D Hayter 10-8-40-1 W4M) located in Alberta, Canada. The well was spudded
in January 2007 and drilled to a total depth. The well logs revealed a gas zone
of 4 to 5 meters of thickness in a shallow zone and a heavy oil pay zone of 2
meters of thickness in the target Dina Sand zone.

Figure 1 - Location



County Line Energy completed a $650,000 3D seismic program
covering nine sections of land in pursuit of a potential multi well heavy oil
drilling opportunity. The geological model was based on interpretation from a
previous well, which produced 16,000 barrels of heavy oil. The seismic program
was designed to determine whether the structure found in this well existed to a
larger extent on the subject property. The 3D seismic revealed an extremely
large anomaly with similar characteristics. The nature of this large anomaly
suggested that a multi well drilling opportunity might exist.

County Line Energy Corp. is the operator of the Hayter well. As
of the date of this annual report, the Hayter well has been cased and cemented
in anticipation of the completion of the drill program. County Line plans to
enter the Hayter well, perforate the potential pay zone(s) and conduct regular
production testing of the zone(s). Should the testing confirm adequate oil
reserves and potential economic flow rates, County Line is expected to install
adequate pumping equipment and other surface facilities in anticipation of the
projected flow rates. Currently, there are no known oil reserves on the Hayter
well.

On March 9, 2009, Force received a report on reserves data for
the Hayter Well prepared by its independent engineers. The report was prepared
in accordance with the standards set out in the Canadian Oil and Gas Evaluation
Handbook (COGE handbook). The reserves data are estimates of proved reserves and
probable reserves and related future net revenue as at November 30, 2008. See
Properties, below.

During our first fiscal quarter of 2009 we advanced CDN$29,000
to County Line Energy Corp for costs and expenses associated with the Hayter
Well. As of the date of this annual report we are negotiating the acquisition of
a further working interest in the Hayter Well with County Line. There is no
assurance that we will enter into an agreement to acquire a further working
interest as planned or at all.

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Purchase of Interest in Diamond Spring
Prospect

The Diamond Springs Prospect is located within the Wind River
Basin, Wyoming. The Diamond Springs Prospect is comprised of three independent
but geologically similar prospective locations within the 3,300 acre track and
is situated in close proximity to productive oil and gas fields. The Northwest,
North, and West Diamond Springs are shallow drilling prospects of 200 to 1,100
in depth, with a possible 72 drilling sites between the three locations based on
40 acre spacing.

On March 11, 2008, we entered into a letter agreement with G2
Petroleum, LLC, a Delaware corporation, whereby we: (i) agreed to purchase a 5%
working interest in G2 Petroleums Diamond Springs Prospect; and (ii) acquired
the option to purchase an additional 20% working interest in G2 Petroleums
Diamond Springs Prospect.

As consideration, we issued a $50,000 promissory note due
without interest due on or before April 30, 2008 (settled April 16, 2008), and
agreed to pay $300,000 within 90 days of the execution of a definitive
acquisition agreement, at which time we will earn a 75% net revenue interest in
the initial well. During the term of the Agreement we are responsible for 100%
of the costs of the drilling and testing of the initial well on the Prospect.

Upon drilling of the initial well, we agreed to issue to G2
Petroleum 250,000 shares of our common stock as payment in full for a 5% working
interest in all subsequent wells drilled on the Prospect. G2 Petroleum further
granted us the option to purchase up to an additional 20% working interest in
all subsequent wells drilled on the Prospect for $100,000 per 1% of working
interest. This option must be exercised on or before December 15, 2008.

As at the date of this annual report we did not exercise the
option which expired on December 15, 2008 and the shares were not issued to G2
Petroleum. On March 11, 2009 we entered into a loan agreement with G2 Petroleum,
LLC. The loan is intended to form part of the purchase price for our acquisition
of a working interest in the Diamond Springs Prospect. Pursuant to the terms of
the loan agreement we advanced US$175,000 to G2 Petroleum, LLC. As consideration
for the advance of the loan, G2 Petroleum agreed that the US$50,000 paid by us
under the prior letter agreement between the parties would be included as part
of the purchase price of a new agreement between the parties respecting the
acquisition of G2 Petroleums working interest in the Diamond Springs Prospect.
The loan is unsecured and payable on demand. As of the date of this annual
report we are negotiating a definitive agreement with G2 Petroleum to acquire a
working interest in the G2 Petroleum, LLCs Diamond Springs Prospect. The
agreement is intended to replace and supercede all prior arrangements between
the parties. There is no assurance that the parties will complete such an
agreement as planned or at all.

Purchase of Interest in Dripping Rock
Prospect

On April 17, 2008 we executed a letter of intent with Desert
Mining Inc., a Nevada corporation, pursuant to which we agreed to participate as
the Farmee in the Dripping Rock Prospect located in Sweetwater County,
Wyoming. Pursuant to the terms of the letter of intent, in order to earn a 75%
working interest in the project, Force is required to pay Desert Mining its
initial share of lease costs of $363,000 and the dry hole costs of $2,000,000 by
July 15, 2008, which payment was not made by Force. If the transaction is
completed then, through tanks, on the earning well, we will earn an assignment
on the entire lease and all working interest parties will pay their pro-rata
share of any additional wells drilled on the lease. The parties further agreed
to enter into a farm out and an operating agreement within 7 business days upon
agreement of the letter of intent. To date no farm out agreement has been
entered into and no costs have been incurred or paid with respect to this
prospect. Negotiations are continuing between the parties.

Competition

The oil and gas industry is very competitive. We compete with
numerous individuals and companies, including many major oil and gas companies,
which have substantially greater technical, financial and operational resources
and staffs. Accordingly, there is a high degree of competition for desirable oil
and gas interests, suitable properties for drilling operations and necessary
drilling equipment, as well as for access to funds. We cannot predict if the
necessary funds can be raised or that any projected work will be completed.

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Compliance with Government Regulation

We are required to obtain licenses and permits from various
governmental authorities. We anticipate that we will be able to obtain all
necessary licenses and permits to carry on the activities which we intend to
conduct, and that we intend to comply in all material respects with the terms of
such licenses and permits.

If we proceed with the development of our current and future
properties, we anticipate that we will be subject to increased governmental
regulation. Matters subject to regulation include discharge permits for drilling
operations, drilling and abandonment bonds, reports concerning operations, the
spacing of wells, and pooling of properties and taxation. From time to time,
regulatory agencies have imposed price controls and limitations on production by
restricting the rate of flow of oil and gas wells below actual production
capacity in order to conserve supplies of oil and gas. The production, handling,
storage, transportation and disposal of oil and gas, by-products thereof, and
other substances and materials produced or used in connection with oil and gas
operations are also subject to regulation under federal, state, local and
foreign laws and regulations relating primarily to the protection of human
health and the environment. As we have not proceeded to the development of our
properties, we have not incurred any expenditures related to complying with such
laws, or for remediation of existing environmental contamination. The
requirements imposed by such laws and regulations are frequently changed and
subject to interpretation, and we are unable to predict the ultimate cost of
compliance with these requirements or their effect on our operations.

Employees

Currently our only employee is our sole director and officer.
We do not expect any material changes in the number of employees over the next
12 month period. We anticipate that we will be conducting most of our business
through agreements with consultants and third parties. See Employment
Contracts, below.

Subsidiaries

We have two non-operating subsidiaries, FRC Exploration Ltd. (a
British Columbia Corporation) and Nuance Exploration Ltd. (a British Columbia
Corporation).

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward-looking statements.
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements. Prospective investors should consider carefully the
risk factors set out below.

We have had negative cash flows from operations.

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totaling approximately $786,407
for the year ended November 30, 2008. As of November 30, 2008, we had working
capital of $324,315. We do not expect positive cash flow from operations in the
near term. There is no assurance that actual cash requirements will not exceed
our estimates. In particular, additional capital may be required in the event
that:

- drilling and completion costs increase beyond our expectations; or

-6-

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- we encounter greater costs associated with general and administrative
  expenses or offering costs.

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going
concern.

We have historically incurred losses, and through November 30,
2008 have incurred losses of $875,210 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or shareholder loans.

The continuation of our business is dependent upon obtaining
further financing and achieving a break even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not increase our operations. These conditions raise substantial doubt about our
ability to continue as a going concern.

We depend on outside capital to pay for the exploration and
development of our properties

We depend almost exclusively on outside capital to pay for the
continued exploration and development of our properties. Such outside capital
may include the sale of additional stock and/or commercial borrowing. Capital
may not continue to be available if necessary to meet these continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to continue our current operations. If our stock price declines, we may
not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.

We have a history of losses and fluctuating operating
results.

From inception through to November 30, 2008, we have incurred
aggregate losses of approximately $875,210. Our net loss for the year ended
November 30, 2008 was $786,407 and $79,859 for the year ended November 30, 2007.
There is no assurance that we will operate profitably or will generate positive
cash flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the general economic cycle, the market price of oil and gas and
exploration and development costs. If we cannot generate positive cash flows in
the future, or raise sufficient financing to continue our normal operations,
then we may be forced to scale down or even close our operations.

-7-

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Until such time as we generate revenues, we expect an increase
in development costs and operating costs. Consequently, we expect to incur
operating losses and negative cash flow until our properties enter commercial
production.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have no history of revenues from operations and have no
significant tangible assets. We have yet to generate positive earnings and there
can be no assurance that we will ever operate profitably. Our company has a
limited operating history and must be considered in the development stage. The
success of our company is significantly dependent on a successful acquisition,
drilling, completion and production program. Our companys operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.

Due to the speculative nature of the exploration of oil and
gas properties, there is substantial risk that our business will fail.

The business of oil and gas exploration and development is
highly speculative involving substantial risk. There is generally no way to
recover any funds expended on a particular property unless reserves are
established and unless we can exploit such reserves in an economic manner. We
can provide investors with no assurance that any property interest that we may
acquire will provide commercially exploitable reserves. Any expenditure by our
company in connection with locating, acquiring and developing an interest in a
mineral or oil and gas property may not provide or contain commercial quantities
of reserves.

Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
are engaged in the business of exploring and, if warranted, developing
commercial reserves of oil and gas. Our properties are in the exploration stage
only and are without known reserves of oil and gas. Accordingly, we have not
generated any revenues nor have we realized a profit from our operations to date
and there is little likelihood that we will generate any revenues or realize any
profits in the short term. Any profitability in the future from our business
will be dependent upon locating and developing economic reserves of oil and gas,
which itself is subject to numerous risk factors as set forth herein. Since we
have not generated any revenues, we will have to raise additional monies through
the sale of our equity securities or debt in order to continue our business
operations.

The potential profitability of oil and gas ventures depends
upon factors beyond the control of our company.

The oil and gas industry in general is cyclical in nature. It
tends to reflect and be amplified by general economic conditions, both
domestically and abroad. Historically, in periods of recession or periods of
minimal economic growth, the operations of oil and gas companies have been
adversely affected. Certain end-use markets for oil and petroleum products
experience demand cycles that are highly correlated to the general economic
environment which is sensitive to a number of factors outside our control.

The current global financial crisis that began in 2008 has had
a material adverse effect on our financial results and proposed plan of
operations due to a significant reduction in the demand and pricing for oil and
gas. A continued recession in 2009 may lead to further significant fluctuations
in demand and pricing for oil and gas. If we elect to proceed with the
development of any of our property interests, our profitability may be
significantly affected by decreased demand. Reduced demand and pricing pressures
will adversely affect our financial condition and results of operations. We are
not able to predict the timing, extent and duration of the economic cycles in
the markets in which we operate.

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The potential profitability of oil and gas properties is
dependent upon many factors beyond our control. For instance, world prices and
markets for oil and gas are unpredictable, highly volatile, potentially subject
to governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social,
and economic environments. Additionally, due to worldwide economic uncertainty,
the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations.
A productive well may become uneconomic in the event water or other deleterious
substances are encountered which impair or prevent the production of oil and/or
gas from the well. In addition, production from any well may be unmarketable if
it is impregnated with water or other deleterious substances. The marketability
of oil and gas which may be acquired or discovered will be affected by numerous
factors beyond our control. These factors include the proximity and capacity of
oil and gas pipelines and processing equipment, market fluctuations of prices,
taxes, royalties, land tenure, allowable production and environmental
protection. These factors cannot be accurately predicted and the combination of
these factors may result in our company not receiving an adequate return on
invested capital.

Competition in the oil and gas industry is very intense and
there is no assurance that we will be successful in acquiring additional
property interests.

The oil and gas industry is very competitive. We compete with
numerous individuals and companies, including many major oil and gas companies,
which have substantially greater technical, financial and operational resources
and staffs. Accordingly, there is a high degree of competition for desirable oil
and gas interests, suitable properties for drilling operations and necessary
drilling equipment, as well as for access to funds. We cannot predict if the
necessary funds can be raised or that any projected work will be completed.

We are required to obtain licenses and permits from various
governmental authorities. We anticipate that we will be able to obtain all
necessary licenses and permits to carry on the activities which we intend to
conduct, and that we intend to comply in all material respects with the terms of
such licenses and permits. However, there can be no guarantee that we will be
able to obtain and maintain, at all times, all necessary licenses and permits
required to undertake our proposed exploration and development or to place our
properties into commercial production. In the event that we proceed with our
operation without necessary licenses and permits, we may be subject to large
fines and possibly even court orders and injunctions to cease operations.

The acquisition of oil and gas interests involve many risks
and disputes as to the title of such interests will result in a material adverse
effect on our company.

The acquisition of interests in mineral properties involves
certain risks. Title to mineral claims and the borders of such claims may be
disputed. The concessions may be subject to prior unregistered agreements or
transfers and title may be affected by undetected defects. If it is determined
that any of our company's concessions are based upon a claim with an invalid
title, a disputed border, or subject to a prior right, the balance sheet of our
company will be adversely affected and we may not be able to recover damages
without incurring expensive litigation costs.

The marketability of natural resources will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include market fluctuations in oil and gas pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and gas and environmental protection regulations.
The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.

-9-

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Oil and gas operations are subject to federal, state, and local
laws relating to the protection of the environment, including laws regulating
removal of natural resources from the ground and the discharge of materials into
the environment. Oil and gas operations are also subject to federal, state, and
local laws and regulations which seek to maintain health and safety standards by
regulating the design and use of drilling methods and equipment. Various permits
from government bodies are required for drilling operations to be conducted, and
no assurance can be given that such permits will be received. Environmental
standards imposed by federal, provincial, or local authorities may be changed
and any such changes may have material adverse effects on our activities.
Moreover, compliance with such laws may cause substantial delays or require
capital outlays in excess of those anticipated, thus causing an adverse effect
on us. Additionally, we may be subject to liability for pollution or other
environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. To date, we have not been required
to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in the future and this may affect our
ability to expand or maintain our operations.

Exploration and production activities are subject to certain
environmental regulations which may prevent or delay the commencement or
continuance of our operations.

In general, our exploration and production activities are
subject to certain federal, state and local laws and regulations relating to
environmental quality and pollution control. Such laws and regulations increase
the costs of these activities and may prevent or delay the commencement or
continuance of a given operation. Compliance with these laws and regulations has
not had a material effect on our operations or financial condition to date.
Specifically, we are subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
In addition, legislation has been enacted which requires well and facility sites
to be abandoned and reclaimed to the satisfaction of state authorities. However,
such laws and regulations are frequently changed and we are unable to predict
the ultimate cost of compliance. Generally, environmental requirements do not
appear to affect us any differently or to any greater or lesser extent than
other companies in the industry.

We believe that our operations comply, in all material
respects, with all applicable environmental regulations. However, we are not
fully insured against all possible environmental risks.

Any future operations will involve many risks and we may
become liable for pollution or other liabilities which may have an adverse
effect on our financial position.

In the course of the exploration, acquisition and development
of mineral properties, several risks and, in particular, unexpected or unusual
geological or operating conditions may occur. Drilling operations generally
involve a high degree of risk. Hazards such as unusual or unexpected geological
formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire,
inability to obtain suitable or adequate machinery, equipment or labor, and
other risks are involved. We may become subject to liability for pollution. It
is not always possible to fully insure against such risks, and we do not
currently have any insurance against such risks nor do we intend to obtain such
insurance in the near future due to high costs of insurance. Should such
liabilities arise, they could reduce or eliminate any future profitability and
result in an increase in costs and a decline in value of the securities of our
company.

We are not insured against most environmental risks. Insurance
against environmental risks (including potential liability for pollution or
other hazards as a result of the disposal of waste products occurring from
exploration and production) has not been generally available to companies within
the industry. We will periodically evaluate the cost and coverage of such
insurance. If we became subject to environmental liabilities and do not have
insurance against such liabilities, the payment of such liabilities would reduce
or eliminate our available funds and may result in bankruptcy. Should we be
unable to fully fund the remedial cost of an environmental problem, we might be
required to enter into interim compliance measures pending completion of the
required remedy.

Resource exploration involves many risks, regardless of the
experience, knowledge and careful evaluation of the property by our company.
These hazards include unusual or unexpected formations, formation pressures,
fires, power outages, labour disruptions, flooding, explosions and the inability
to obtain suitable or adequate machinery, equipment or labour.

Operations in which we will have a direct or indirect interest
will be subject to all the hazards and risks normally incidental to the
exploration, development and production of resource properties, any of which
could result in

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damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal
liability for any or all damage. We do not currently maintain liability
insurance and may not obtain such insurance in the future. The nature of these
risks is such that liabilities could represent a significant cost to our
company, and may ultimately force our company to become bankrupt and cease
operations.

Any change to government regulation/administrative practices
may have a negative impact on our ability to operate and/or our profitability.

The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States or any other jurisdiction, may be changed, applied or interpreted
in a manner which will fundamentally alter the ability of our company to carry
on our business.

The actions, policies or regulations, or changes thereto, of
any government body or regulatory agency, or other special interest groups, may
have a detrimental effect on us. Any or all of these situations may have a
negative impact on our ability to operate and/or our profitably.

We may be unable to retain key employees or consultants.

We may be unable to retain key employees or consultants or
recruit additional qualified personnel. Our extremely limited personnel means
that we would be required to spend significant sums of money to locate and train
new employees in the event any of our employees resign or terminate their
employment with us for any reason. Due to our limited operating history and
financial resources, we are entirely dependent on the continued service of Mr.
Rahim Rayani, our chief executive officer. Further, we do not have key man life
insurance on Mr. Rayani. We may not have the financial resources to hire a
replacement if Mr. Rayani were to die. The loss of service of Mr. Rayani could
therefore significantly and adversely affect our operations.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commission's penny stock regulations
which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

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In addition to the penny stock rules described above, the
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

ITEM 2. PROPERTIES.

Executive Offices

Our executive offices are located at 708 11th Ave SW Suite 219,
Calgary, Alberta, Canada. We lease our head office in Calgary, Alberta at a rate
of CDN$1,856 per month. Our head office is approximately 232sq/ft. Our current
premises are adequate for our current operations and we do not anticipate that
we will require additional premises in the foreseeable future.

Purchase of Interest in the Hayter Well

On August 1, 2006, County Line Energy Corp. (County Line)
signed a participation agreement with Black Creek Resources Ltd. (BCR) in
which County Line acquired the right to become the operator and drill the Hayter
well (10D Hayter 10-8-40-1 W4M) located in Alberta, Canada. In order to exercise
that interest and acquire the rights to drill the Hayter well, County Line
agreed to pay 100% of all costs associated with the seismic option agreement and
pay 100% of the funds required to purchase rights to any existing seismic on the
property which may be for sale and or shoot additional 2D and 3D on the property
as required, pursuant to standard industry costs and practices.

Pursuant to a Participation Agreement dated December 21, 2006
between Black Creek Resources Ltd (BCR) and Nuance Exploration Ltd. (NEL), a
wholly owned subsidiary of the Company, we acquired a 100% ownership in the
interpretation of 3D seismic data covering four sections of certain land located
in the province of Alberta, Canada by paying $82,650 (CDN$95,000) for the
purpose of acquiring and interpreting the seismic data. On October 15, 2007,
prior to the evaluation of the 3D seismic data, County Line sold to BCR its 100%
interest in the subject property and received as consideration a non-interest
bearing promissory note for $111,144 (CDN$110,000) to be repaid by November 30,
2007.

On November 30, 2007, County Line did not repay the amounts
owing pursuant to the promissory note and NEL and County Line entered into a
Participation Agreement whereby NEL accepted a 20% interest of the Grantors
working interest in the County Line 10D Hayter 10-8-40-1 W4M well as full and
final settlement of the promissory note. Pursuant to the terms of the
Participation agreement NEL will assume 20% of all revenues, costs and expenses
associated with the project.

Purchase of Interest in Diamond Spring Prospect

The Diamond Springs Prospect is located within the Wind River
Basin, Wyoming. The Diamond Springs Prospect is comprised of three independent
but geologically similar prospective locations within the 3,300 acre track and
is situated in close proximity to productive oil and gas fields. The Northwest,
North, and West Diamond Springs are shallow drilling prospects of 200 to 1,100
in depth, with a possible 72 drilling sites between the three locations based on
40 acre spacing.

On March 11, 2008, we entered into a letter agreement with G2
Petroleum, LLC, a Delaware corporation, whereby we: (i) agreed to purchase a 5%
working interest in G2 Petroleums Diamond Springs Prospect; and (ii) acquired
the option to purchase an additional 20% working interest in G2 Petroleums
Diamond Springs Prospect.

As consideration, we issued a $50,000 promissory note due
without interest due on or before April 30, 2008 (settled April 16, 2008), and
agreed to pay $300,000 within 90 days of the execution of a definitive
acquisition agreement, at

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which time we will earn a 75% net revenue interest in the
initial well. During the term of the Agreement we are responsible for 100% of
the costs of the drilling and testing of the initial well on the Prospect.

Upon drilling of the initial well, we agreed to issue to G2
Petroleum 250,000 shares of our common stock as payment in full for a 5% working
interest in all subsequent wells drilled on the Prospect. G2 Petroleum further
granted us the option to purchase up to an additional 20% working interest in
all subsequent wells drilled on the Prospect for $100,000 per 1% of working
interest. This option must be exercised on or before December 15, 2008. As at
the date of this annual report we did not exercise the option and the shares
were not issued to G2 Petroleum.

Oil and Gas Properties and Wells

On March 9, 2009, Force received a report on reserves data for
the Hayter Well prepared by its independent engineers, Chapman Petroleum
Engineering Ltd. The report was prepared in accordance with the standards set
out in the Canadian Oil and Gas Evaluation Handbook (COGE handbook).

The following table sets forth the number of wells in which the
Company held a working interest as at November 30, 2008:



The Company has not since the beginning of its most recently
completed fiscal year, filed any annual estimates of proved oil and gas reserves
with any federal agencies.

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ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

None.

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PART II

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

Market for Securities

Our common shares are quoted on the Over-The-Counter Bulletin
Board under the trading symbol FROC. Our shares of common stock were initially
approved for quotation on the Over-The-Counter Bulletin Board under the name
Nuance Resources Corp. under the symbol, NUNC.OB. Effective February 12, 2008,
we completed a merger with our subsidiary, Force Energy Corp., a Nevada
corporation. As a result, we changed our name from Nuance Resources Corp. to
Force Energy Corp..

The following table shows the quarterly range of high and low
bid information for our common stock over the fiscal quarters for the last two
fiscal years as quoted on the OTC Bulletin Board. We obtained the following high
and low bid information from OTC Bulletin Board. Over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, mark-down or
commission, and may not represent actual transactions. Investors should not rely
on historical prices of our common stock as an indication of its future price
performance.

|Quarter Ended | High  | Low  
|------------- | ----- | -----
|02/28/2007    | $0.00 | $0.00
|05/31/2007    | $0.00 | $0.00
|08/31/2007    | $0.00 | $0.00
|11/30/2007    | $0.00 | $0.00
|02/29/2008    | $0.51 | $0.00
|05/31/2008    | $2.35 | $0.51
|08/31/2008    | $2.92 | $0.60
|11/30/2008    | $1.36 | $0.41

Transfer Agent

Our transfer agent is Island Stock Transfer, of 100 2nd Avenue,
S, Suite 104N, St. Petersburg, FL 33701, telephone number 727.289.0010,
facsimile: 727.289.0069.

Holders of our Common Stock

As of March 13, 2009, there were 30 registered stockholders
holding 45,994,000 shares of our issued and outstanding common stock.

Dividend Policy

We have never declared or paid any cash dividends or
distributions on our capital stock. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future.

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                             
| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

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Recent Sales of Unregistered Securities

During the fiscal year ended November 30, 2008, we completed
the following sales of our equity securities that were not registered:

|1. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Robert Perry pursuant to which
      Robert Perry agreed to provide certain consulting and advisory services to
      our company in consideration of which we agreed to, among other things:
      pay a legal consulting fee of $300 per hour or $2,000 per day; pay a
      consulting fee of $800 per day for evaluation of prospects; pay a fee of
      $35,000 per prospect generated by Mr. Perry and a 3% overriding royalty
      interest on 8/8 production and issue to Mr. Perry 100,000 shares of our
      common stock. In May, 2008, in accordance with the terms of the agreement
      we issued 100,000 shares of our common stock to Mr. Perry pursuant to
      Regulation D and Section 4(2) of the Securities Act of 1933.             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Leon Hinton pursuant to which
      Leon Hinton agreed to provide certain consulting and advisory services to
      our company in consideration of which we agreed to, among other things:
      pay a consulting fee of $800 per day for evaluation of prospects; pay a
      fee of $35,000 per prospect generated by Mr. Hinton and a 3% overriding
      royalty interest on 8/8 production; and issue to Mr. Hinton 100,000 shares
      of our common stock. In May, 2008, in accordance with the terms of the
      agreement we issued 100,000 shares of our common stock to Mr. Hinton
      pursuant to Regulation D and Section 4(2) of the Securities Act of
      1933.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Bourgeois Energy, Inc.
      pursuant to which Bourgeois Energy has agreed to provide us with certain
      business consulting and advisory services in consideration of which we
      agreed to, among other things: pay a consulting fee of $800 per day for
      evaluation of prospects; pay a fee of $35,000 per prospect generated by
      Mr. Hinton and a 3% overriding royalty interest on 8/8 production; and
      issue to Bourgeois Energy 100,000 shares of our common stock. In May,
      2008, in accordance with the terms of the agreement we issued 100,000
      shares of our common stock to Craig Bourgeois, the principal of Bourgeois
      Energy pursuant to Regulation D and Section 4(2) of the Securities Act of
      1933.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | On April 15, 2008 we completed a private placement of
      1,000,000 shares of our common stock to Banque SCS Alliance SA (the
      Subscriber) at a price of $0.75 per share for gross proceeds of
      $750,000. The shares were issued to the Subscriber pursuant to Section
      4(2) of the Securities Act of 1933 and/or Regulation S of the Securities
      Act of 1933 (Regulation S) on the basis that the Subscriber represented
      that they were not a US Person as such term is defined in Regulation S.
      The proceeds of the offering are intended to be used for working
      capital.                                                                                                                                                                                                                                           

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended November 30, 2008.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the United States Securities Exchange Act of 1934. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this annual report and in
our audited annual financial statements are stated in United States dollars and
are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
audited annual financial statements and the related notes that appear elsewhere
in this annual report.

As used in this annual report, and unless otherwise indicated,
the terms Force, we, us and our mean Force Energy Corp., unless
otherwise indicated.

Plan of Operation

Discussion of our financial condition and results of operations
should be read in conjunction with our audited financial statements and the
notes thereto included elsewhere in this annual report prepared in accordance
with accounting principles generally accepted in the United States. This
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those anticipated
in these forward-looking statements.

We are engaged in the business of identifying, evaluating, and
qualifying potential natural gas and oil wells; investing in interests in those
wells; and attempting to produce commercially marketable quantities of oil and
natural gas from those wells. We are currently not an operator on any natural
gas or oil wells. We intend to increase our staff and expand our operations into
these areas of activity should we establish sufficient cash flows in the next 12
months to support these activities. We presently hold 20% of the working
interest of County Line Energy Corp. in the Hayter Well located in Alberta,
Canada.

County Line Energy Corp. is the operator of the Hayter well. As
of the date of this annual report, the Hayter well has been cased and cemented
in anticipation of the completion of the drill program. County Line plans to
enter the Hayter well, perforate the potential pay zone(s) and conduct regular
production testing of the zone(s). Should the testing confirm adequate oil
reserves and potential economic flow rates, County Line is expected to install
adequate pumping equipment and other surface facilities in anticipation of the
projected flow rates. Currently, there are no known oil reserves on the Hayter
well.

As of the date of this annual report the status of our
agreements respecting our oil and gas properties is as follows:

| | (i) | Hayter Well.During our first fiscal quarter of
      2009 we advanced CDN$29,000 to County Line Energy Corp for costs and
      expenses associated with the Hayter Well. As of the date of this annual
      report we are negotiating the acquisition of a further working interest in
      the Hayter Well with County Line. There is no assurance that we will enter
      into an agreement to acquire a further working interest as planned or at
      all.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-17-

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| | (ii)  | Diamond Springs Prospect.On March 11, 2009 we
      entered into a loan agreement with G2 Petroleum, LLC. The loan is intended
      to form part of the purchase price for our acquisition of a working
      interest in the Diamond Springs Prospect. Pursuant to the terms of the
      loan agreement we advanced US$175,000 to G2 Petroleum, LLC. As
      consideration for the advance of the loan, G2 Petroleum agreed that the
      US$50,000 paid by us under the prior letter agreement between the parties
      would be included as part of the purchase price of a new agreement between
      the parties respecting the acquisition of G2 Petroleums working interest
      in the Diamond Springs Prospect. The loan is unsecured and payable on
      demand. As of the date of this annual report we are negotiating a
      definitive agreement with G2 Petroleum to acquire a working interest in
      the G2 Petroleum, LLCs Diamond Springs Prospect. The agreement is
      intended to replace and supercede all prior arrangements between the
      parties. There is no assurance that the parties will complete such an
      agreement as planned or at all.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii) | Dripping Rock Prospect.During the quarter ended
      November 30, 2008 our letter of intent with Desert Mining Inc. expired.
      The prior letter of intent was for the purpose of acquiring Desert
      Minings interest in the Dripping Rock Prospect located in Sweetwater
      County, Wyoming. We are continuing to negotiate with Desert Mining with
      respect to a potential farm out agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

We did not earn any revenues during the year ended November 30,
2008. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well, from the Diamond Springs Prospect
and/or the Dripping Rock Prospect.

Anticipated Cash Requirements

We estimate that our general operating expenses for the next
twelve month period to be as follows:

|Estimated Funding Required During the Next
      Twelve Months
|--------------------------------------------------------------
|Expenses                                                      
|Management fees                                               
|Exploration expenses                                          
|Professional fees                                             
|General administrative expenses                               
|Total                                                         

To date, we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We expect this situation to continue for the foreseeable
future. We anticipate that we will have negative cash flows during the next
twelve month period.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
November 30, 2008 which are included herein.

-18-

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Our operating results for the years ended November 30, 2008 and
2007 are summarized as follows:

|                   |   | Years Ended  | 
|------------------ | - | ------------ | 
|                   |   | November 30, | 
|                   |   | 2008         | 
|                   |   |              | 
|Revenue            | $ | -            | 
|Operating Expenses |   | 787,501      | 
|Net Loss           | $ | 786,407      | 

Revenues

We have not earned any revenues to date, and do not anticipate
earning revenues until such time as we encounter commercially productive oil or
gas reservoirs on our oil and gas prospects. All of our oil and gas prospects
are undeveloped. The significant reduction in the price of oil following the
global economic crises has materially affected our anticipated revenue stream
from our property interests. As a result of the current low price of oil, our
company will continue to incur expenses in excess of the revenues generated from
our properties. We anticipate that we will have to address the cash shortfall
through additional equity financings in the future. We can offer no assurance,
however, that such financings will be available on terms acceptable to our
company. We also intend to generate additional funds in the future through
increased output following our companys plan to increase the number of wells on
our producing properties.

Expenses

Our expenses for the years ended November 30, 2008 and 2007 are
outlined in the table below:

|                           |   |         |  |   | Years Ended  | 
|-------------------------- | - | ------- |  | - | ------------ | 
|                           |   |         |  |   | November 30, | 
|                           |   | 2008    |  |   | 2007         | 
|                           |   |         |  |   |              | 
|Accounting and audit fees  | $ | 46,333  |  | $ | 26,761       | 
|Bank charges               |   | 514     |  |   | 502          | 
|Consulting fees            |   | 408,500 |  |   | -            | 
|Depreciation               |   | 582     |  |   | -            | 
|Investor relations         |   | 33,159  |  |   | -            | 
|Legal fees                 |   | 41,982  |  |   | 49,360       | 
|Management fees            |   | 157,500 |  |   | -            | 
|Office expenses            |   | 6,651   |  |   | 362          | 
|Rent                       |   | 15,108  |  |   | -            | 
|Tax penalties and interest |   | 50,000  |  |   | -            | 
|Transfer and filing fees   |   | 20,914  |  |   | 15,642       | 
|Travel                     |   | 6,258   |  |   | 838          | 
|Total Expenses             | $ | 787,501 |  | $ | 93,466       | 

Our expenses increased by 743% in fiscal 2008 as compared to
fiscal 2007. The increase in our expenses for the year ended November 30, 2008
was due mainly to increased management and consulting fees associated with the
development of our business and increased professional fees associated with our
reporting obligations under the Securities Exchange Act of 1934.

On April 16, 2008, the Company entered into three consulting
agreements, all of which will expire on April 16, 2009, or after 10 days written
notice given by either party if earlier. Pursuant to the terms of the consulting
agreements, the consultants received 100,000 common shares each as an inducement
for entering into the agreements. These were recorded at their fair value of
$1.35 per share, totalling $405,000. Prospect evaluation services are charged by
each consultant at $800 per day plus a 1% overriding royalty interest in the
project being evaluated. In addition, each consultant will receive $35,000 and a
3% overriding royalty interest in any prospective

-19-

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projects generated by the consultant. In addition, one of the
consultants will be entitled to receive a contractual hourly rate of $300 per
hour or $2,000 per day, whichever is less for legal services.

Liquidity And Capital Resources

Working Capital

|                    |   |                   |  |   |                |  |  | Percentage | 
|------------------- | - | ----------------- |  | - | -------------- |  |  | ---------- | 
|                    |   | As at             |  |   | As at November |  |  | Increase / | 
|                    |   | November 30, 2008 |  |   | 30, 2007       |  |  | (Decrease) | 
|                    |   |                   |  |   |                |  |  |            | 
|Current Assets      | $ | 472,725           |  | $ | 132,886        |  |  | 356%       | 
|Current Liabilities | $ | 148,410           |  | $ | 7,393          |  |  | 2007%      | 
|Working Capital     | $ | 324,315           |  | $ | 125,493        |  |  | 258%       | 

Cash Flows

|                                      |   |                   |   |   |                   |   |  | Percentage |  
|------------------------------------- | - | ----------------- | - | - | ----------------- | - |  | ---------- | -
|                                      |   | Year Ended        |   |   | Year Ended        |   |  | Increase / |  
|                                      |   | November 30, 2008 |   |   | November 30, 2007 |   |  | (Decrease) |  
|Cash used in Operating Activities     | $ | (253,593          | ) | $ | (130,896          | ) |  | 93.7%      |  
|Cash provided by Investing Activities | $ | (74,651           | ) | $ | (82,650           | ) |  | 9.7%       |  
|Cash provided by Financing Activities | $ | 750,000           |   | $ | 147,058           |   |  | 410%       |  
|Foreign Exchange Effect on Cash       |   | -                 |   | $ | (13,052           | ) |  | (100%      | )
|Net Increase (Decrease) in Cash       | $ | 421,756           |   | $ | (79,540           | ) |  | 630.2%     |  

We anticipate that we will incur approximately $60,000 for
operating expenses, including, legal, accounting and audit expenses associated
with our reporting requirements as a public company under the Exchange Act
during the next twelve months.

Cash Used In Operating Activities

We used cash in operating activities in the amount of
($253,593) during the year ended November 30, 2008 and ($130,896) during the
year ended November 30, 2007. Cash used in operating activities was funded by
cash from financing activities.

Cash From Investing Activities

We used cash in investing activities in the amount of ($74,651)
during the year ended November 30, 2008 and ($82,650) during the year ended
November 30, 2007.

Cash from Financing Activities

We generated $750,000 cash from financing activities during the
year ended November 30, 2008 compared to cash from financing activities in the
amount of $147,058 during the year ended November 30, 2007. Cash generated by
financing activities is attributable to a private placement we completed in
April, 2008 consisting of 1,000,000 shares of our common stock at a price of
$0.75 per share for gross proceeds of $750,000.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going
concern.

We have historically incurred losses, and through November 30,
2008 have incurred losses of $875,210 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business

-20-

---

operations. We intend to raise additional working capital
through private placements, public offerings, bank financing and/or advances
from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining
further financing and achieving a break even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not increase our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Future Financings

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred a net loss of $786,407 for the year
ended November 30, 2008. As of November 30, 2008, we had working capital of
$324,315 and our estimated expenses over the next twelve months are $660,000. We
do not expect positive cash flow from operations in the near term. Accordingly
we will be required to obtain additional financing to fund our operations for
the next twelve months.

We will depend almost exclusively on outside capital to pay for
the continued exploration and development of our properties. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
Capital may not continue to be available if necessary to meet these continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

Critical Accounting Policies

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The Companys significant accounting policies are outlined in
Note 2 to the audited financial statements of the Company accompanying this
report. While not all of the significant accounting policies require difficult,
subjective

-21-

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or complex judgments, the Company considers that the following
accounting policies should be considered its most critical accounting
policies:

Development Stage Activities

The Company is a development stage company as defined in the
Statement of Financial Accounting Standard (SFAS) No. 7, Accounting and
Reporting By Development Stage Enterprises, as it is devoting substantially all
of its efforts to establish a new business and planned principal operations have
not commenced. All losses accumulated since inception have been considered as
part of the Companys development stage activities.

The Company is subject to several categories of risk associated
with its development stage activities. Natural gas and oil exploration and
production is a speculative business, and involves a high degree of risk. Among
the factors that have a direct bearing on the Companys prospects are
uncertainties inherent estimating natural gas and oil reserves, future
hydrocarbon production, and cash flows, particularly with respect to wells that
have not been fully tested and with wells having limited production histories;
access to additional capital; changes in the price of natural gas and oil;
availability and cost of services and equipment; and the presence of competitors
with greater financial resources and capacity.

Financial Instruments

The carrying value of the Companys financial instruments,
consisting of cash, accounts payable and accrued liabilities and due to related
party which approximate their fair value due to the short maturity of such
instruments. Unless otherwise noted, it is managements opinion that the Company
is not exposed to significant interest, exchange or credit risks arising from
these financial instruments.

Foreign Currency Translation

The Companys functional currency is the Canadian dollar as
substantially all of the Companys operations are in Canada. The Company uses
the United States dollar as its reporting currency for consistency with
registrants of the Securities and Exchange Commission (SEC) in accordance with
the SFAS No. 52 Foreign Currency Translation.

Assets and liabilities denominated in a foreign currency are
translated at the exchange rate in effect at the balance sheet date and capital
accounts are translated at historical rates. Income statement accounts are
translated at the average rates of exchange prevailing during the period.
Translation adjustments from the use of different exchange rates from period to
period are included in the Accumulated Other Comprehensive Income account in
Stockholders Equity, if applicable.

Transactions undertaken in currencies other than the functional
currency of the entity are translated using the exchange rate in effect as of
the transaction date. Any exchange gains and losses are included in the
Statement of Operations.

Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is provided principally on the straight-line method
over the estimated useful lives of the assets, which are generally 2 to 5 years.
The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale or
other disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).

The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the estimated useful
life of its property and equipment or whether the remaining balance of property
and equipment should be evaluated for possible impairment. The Company uses an
estimate of the related undiscounted cash flows over the remaining life of the
fixed assets in measuring their recoverability.

-22-

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Oil and Gas Properties

The Company follows the full cost method of accounting for oil
and gas operations whereby all costs of exploring for and developing oil and gas
reserves are initially capitalized on a country-by-country (cost centre) basis.
Such costs include land acquisition costs, geological and geophysical expenses,
carrying charges on non-producing properties, costs of drilling and overhead
charges directly related to acquisition and exploration activities.

Costs capitalized, together with the costs of production
equipment, are depleted and amortized on the unit-of-production method based on
the estimated gross proved reserves. Petroleum products and reserves are
converted to a common unit of measure, using 6 MCF of natural gas to one barrel
of oil.

Costs of acquiring and evaluating unproved properties are
initially excluded from depletion calculations. These unevaluated properties are
assessed periodically to ascertain whether impairment has occurred. When proved
reserves are assigned or the property is considered to be impaired, the cost of
the property or the amount of the impairment is added to costs subject to
depletion calculations.

If capitalized costs, less related accumulated amortization and
deferred income taxes, exceed the full cost ceiling the excess is expensed in
the period such excess occurs. The full cost ceiling is determined based on
the present value of estimated future net revenues attributed to proved
reserves, using current prices less estimated future expenditures plus the lower
of cost and fair value of unproven properties within the cost centre.

Proceeds from a sale of petroleum and natural gas properties
are applied against capitalized costs, with no gain or loss recognized, unless
such a sale would alter the relationship between capitalized costs and proved
reserves of oil and gas attributable to a cost centre. Royalties paid net of any
tax credits received are netted with oil and gas sales.

Impairment of Long-lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-lived Assets, the carrying value of intangible assets and
other long-lived assets are reviewed on a regular basis for the existence of
facts or circumstances that may suggest impairment. The Company recognizes
impairment when the sum of the expected undiscounted future cash flows is less
than the carrying amount of the asset. Impairment losses, if any, are measured
as the excess of the carrying amount of the asset over its estimated fair value.
Oil and gas properties accounted for using the full cost method of accounting, a
method utilized by the Company, is excluded from this requirement, but will
continue to be subject to the ceiling test limitations.

Asset Retirement Obligations

The Company has adopted SFAS No. 143, Accounting for Asset
Retirement Obligations, which requires that asset retirement obligations
(ARO) associated with the retirement of a tangible long-lived asset, including
natural gas and oil properties, be recognized as liabilities in the period in
which it is incurred and becomes determinable, with an offsetting increase in
the carrying amount of the associated assets. The cost of tangible long-lived
assets, including the initially recognized ARO, is depleted, such that the cost
of the ARO is recognized over the useful life of the assets. The ARO is recorded
at fair value, and accretion expense is recognized over time as the discounted
are accreted to the expected settlement value.

The fair value of the ARO is measured using expected future cash
  flow, discounted at the Companys credit-adjusted risk-free interest rate.
  As at November 30, 2008, the Company has determined it has no assets retirement
  obligations.

-23-

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Recent Accounting Pronouncements

On December 1, 2007, we adopted Financial Accounting Standards
Board (FASB) Statement No. 157, Fair Value Measurements (SFAS No. 157) for
all financial assets and liabilities and nonfinancial assets and liabilities
that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
This statement does not require any new fair value measurements, but provides
guidance on how to measure fair value by providing a fair value hierarchy used
to classify the source of the information. See Note 4  Financial Instruments.

On December 1, 2007 Statement of Financial Accounting Standard
(SFAS) No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115, became effective
for us. SFAS No. 159 gives us the irrevocable option to elect fair value for the
initial and subsequent measurement for certain financial assets and liabilities
on a contract-by-contract basis with the difference between the carrying value
before election of the fair value option and the fair value recorded upon
election as an adjustment to beginning retained earnings. As of November 30,
2008, we had not elected the fair value option for any eligible financial asset
or liability.

Recent Accounting Pronouncements Not Yet Adopted

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles for nongovernmental entities. SFAS No. 162 is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles. The Company
does not expect there to be any significant impact of adopting SFAS 162 on its
financial position, cash flows and results of operations.

In March 2008, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133, which requires
additional disclosures about the objectives of the derivative instruments and
hedging activities, the method of accounting for such instruments under SFAS No.
133 and its related interpretations, and a tabular disclosure of the effects of
such instruments and related hedged items on financial position, financial
performance and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008. The adoption of SFAS 161
should have no effect on the financial position and results of operations of the
Company.

In January 2008, Staff Accounting Bulletin (SAB) 110,
Share-Based Payment was issued. Registrants may continue, under certain
circumstances, to use the simplified method in developing estimates of the
expected term of share options as initially allowed by SAB 107, Share-Based
Payment. The adoption of SAB 110 should have no effect on the financial
position and results of operations of the Company.

In December 2007, the FASB issued SFAS No. 141 (Revised)
Business Combinations. SFAS 141 (Revised) establishes principles and
requirements for how the acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree.

-24-

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The statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The guidance will
become effective for the first fiscal year beginning after December 15, 2008.
The management is in the process of evaluating the impact SFAS 141 (Revised)
will have on the Companys financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160 Non-controlling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective for the first fiscal year beginning after
December 15, 2008. The management is in the process of evaluating the impact
SFAS 160 will have on the Companys financial statements upon adoption.

-25-

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

-26-

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FORCE ENERGY CORP.

(formerly Nuance Resources Corp)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2008 and 2007

(Stated in US Dollars)



---

|                      | BDO DunwoodyLLP               | 600 Cathedral Place
|--------------------- | ----------------------------- | -------------------
|Chartered Accountants | 925 West Georgia Street      
|                      | Vancouver, BC, Canada V6C 3L2
|                      | Telephone: (604) 688-5421    
|                      | Telefax: (604) 688-5132      
|                      | E-mail: vancouver@bdo.ca     
|                      | www.bdo.ca                   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Stockholders, 
  Force Energy Corp
  (Formerly Nuance Resources Corp.) 
  (A Development Stage Company)

We have audited the accompanying consolidated balance sheets
  of Force Energy Corp. (formerly Nuance Resources Corp.; the Company,
  a Development Stage Company) and its subsidiaries as of November 30, 2008 and
  2007 and the related consolidated statements of operations and comprehensive
  loss, cash flows and stockholders' equity for the years then ended and for the
  period from November 1, 2006 (Date of Inception) to November 30, 2008. These
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based
  on our audits.

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

In our opinion these consolidated financial
  statements referred to above present fairly, in all material respects, the financial
  position of Force Energy Corp. (formerly Nuance Resources Corp., a Development
  Stage Company) and its subsidiaries as of November 30, 2008 and 2007 and the
  results of their operations and their cash flows for the years then ended and
  for the period from November 1, 2006 (Date of Inception) to November 30, 2008,
  in conformity with accounting principles generally accepted in the United States
  of America.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company is in the development
  stage, has working capital which may not be sufficient to sustain operations
  over the next twelve months, has yet to achieve profitable operations, has accumulated
  losses since its inception and expects to incur further losses in the development
  of its business These factors, along with other matters as set forth in Note
  1, raise substantial doubt that the Company will be able to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of these uncertainties.

(signed) BDO Dunwoody LLP 
  Chartered Accountants

Vancouver, Canada 
  March 13, 2009



---

|FORCE ENERGY CORP.               
|---------------------------------
|(formerly Nuance Resources Corp.)
|(A Development Stage Company)    
|CONSOLIDATED BALANCE SHEETS      
|November 30, 2008 and 2007       
|(Stated in US Dollars)           

|                                                                               |   | 2008      |   |   | 2007    |  
|------------------------------------------------------------------------------ | - | --------- | - | - | ------- | -
|**ASSETS**                                                                     |  
|Current                                                                        |   |           |   |   |         |  
|Cash                                                                           | $ | 458,940   |   | $ | 37,184  |  
|Deposits                                                                       |   | 13,517    |   |   | -       |  
|Prepaid expenses                                                               |   | 268       |   |   | -       |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 472,725   |   |   | 37,184  |  
|                                                                               |   |           |   |   |         |  
|Property and equipment  Note 5                                                |   | 4,069     |   |   | -       |  
|Oil and gas properties, at full cost                                           |   |           |   |   |         |  
|Unproved Properties
       Note 6                                             |   | 165,702   |   |   | 95,702  |  
|                                                                               |   |           |   |   |         |  
|                                                                               | $ | 642,496   |   | $ | 132,886 |  
|                                                                               |   |           |   |   |         |  
|LIABILITIES                                                                    |  
|                                                                               |   |           |   |   |         |  
|Current                                                                        |   |           |   |   |         |  
|Accounts payable and accrued liabilities
       Note 7                        | $ | 148,410   |   | $ | 2,375   |  
|Due to related party
       Note 7                                            |   | -         |   |   | 5,018   |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 148,410   |   |   | 7,393   |  
|                                                                               |   |           |   |   |         |  
|STOCKHOLDERS EQUITY                                                           |  
|                                                                               |   |           |   |   |         |  
|Preferred stock, $0.001 par value                                              |   |           |   |   |         |  
|10,000,000 shares authorized, none
      outstanding                           |   |           |   |   |         |  
|Common stock, $0.001 par value  Note
      8                                  |   |           |   |   |         |  
|270,000,000 shares authorized                                                  |   |           |   |   |         |  
|45,994,000 shares
      issued (November 30, 2007, - 44,694,000 shares issued) |   | 45,994    |   |   | 44,694  |  
|Additional paid in capital                                                     |   | 1,323,302 |   |   | 169,602 |  
|Deficit accumulated during the development
      stage                         |   | (875,210  | ) |   | (88,803 | )
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 494,086   |   |   | 125,493 |  
|                                                                               |   |           |   |   |         |  
|                                                                               | $ | 642,496   |   | $ | 132,886 |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   |           |   |   |         |  
|Nature of Operations and Ability to Continue as a
      Going Concern  Note 1 |   |           |   |  
|Commitments  Notes 6 and 10                                                   |   |           |   |   |         |  
|Subsequent Events  Notes 6 and 10                                             |   |           |   |   |         |  

SEE ACCOMPANYING NOTES

F-1

---

|FORCE ENERGY CORP.                                          
|------------------------------------------------------------
|(formerly Nuance Resources Corp.)                           
|(A Development Stage Company)                               
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|for the years ended November 30, 2008 and 2007 and          
|for the period from November 1, 2006 (Date of Inception)    
|to November 30, 2008                                        
|(Stated in US Dollars)                                      

|                                               |   |            |   |   |            |   |   | Period from   |  
|---------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------- | -
|                                               |   |            |   |   |            |   |   | November 1,   |  
|                                               |   |            |   |   |            |   |   | 2006 (Date of |  
|                                               |   |            |   |   |            |   |   | Inception) to |  
|                                               |   |            |   |   |            |   |   | November 30   |  
|                                               |   | 2008       |   |   | 2007       |   |   | 2008          |  
|                                               |   |            |   |   |            |   |   | (cumulative)  |  
|                                               |   |            |   |   |            |   |   |               |  
|Expenses                                       |   |            |   |   |            |   |   |               |  
|Accounting and audit fees                      | $ | 46,333     |   | $ | 26,761     |   | $ | 83,094        |  
|Bank charges                                   |   | 514        |   |   | 502        |   |   | 1,035         |  
|Consulting fees - Note
      10                |   | 408,500    |   |   | -          |   |   | 408,500       |  
|Depreciation                                   |   | 582        |   |   | -          |   |   | 582           |  
|Investor relations                             |   | 33,159     |   |   | -          |   |   | 33,159        |  
|Legal fees                                     |   | 41,982     |   |   | 49,360     |   |   | 94,992        |  
|Management fees 
      Note 7                 |   | 157,500    |   |   | -          |   |   | 157,500       |  
|Office expenses                                |   | 6,651      |   |   | 362        |   |   | 7,013         |  
|Rent  Note 7                                  |   | 15,108     |   |   | -          |   |   | 15,108        |  
|Tax penalties and interest                     |   | 50,000     |   |   | -          |   |   | 50,000        |  
|Transfer and filing fees                       |   | 20,914     |   |   | 15,643     |   |   | 36,557        |  
|Travel                                         |   | 6,258      |   |   | 838        |   |   | 7,096         |  
|                                               |   |            |   |   |            |   |   |               |  
|Loss before other items                        |   | (787,501   | ) |   | (93,466    | ) |   | (894,636      | )
|                                               |   |            |   |   |            |   |   |               |  
|Other items:                                   |   |            |   |   |            |   |   |               |  
|Debt forgiveness                               |   | -          |   |   | 610        |   |   | 610           |  
|Foreign exchange gain                          |   | 1,094      |   |   | 12,997     |   |   | 18,816        |  
|                                               |   |            |   |   |            |   |   |               |  
|                                               |   | 1,094      |   |   | 13,607     |   |   | 19,426        |  
|                                               |   |            |   |   |            |   |   |               |  
|Net loss and comprehensive loss for the period | $ | (786,407   | ) | $ | (79,859    | ) | $ | (875,210      | )
|                                               |   |            |   |   |            |   |   |               |  
|Basic loss per share                           | $ | (0.02      | ) | $ | (0.00      | ) |   |               |  
|                                               |   |            |   |   |            |   |   |               |  
|Weighted average number of shares outstanding  |   | 45,503,315 |   |   | 42,677,177 |   |   |               |  

SEE ACCOMPANYING NOTES

F-2

---

|FORCE ENERGY CORP.                                      
|--------------------------------------------------------
|(formerly Nuance Resources Corp.)                       
|(A Development Stage Company)                           
|CONSOLIDATED STATEMENTS OF CASH FLOWS                   
|for the years ended November 30, 2008 and 2007 and      
|for the period from November 1, 2006 (Date of Inception)
|to November 30, 2008                                    
|(Stated in US Dollars)                                  

|                                                            |   |          |   |   |          |   |   | Period from   |  
|----------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ------------- | -
|                                                            |   |          |   |   |          |   |   | November 1,   |  
|                                                            |   |          |   |   |          |   |   | 2006 (Date of |  
|                                                            |   |          |   |   |          |   |   | Inception) to |  
|                                                            |   |          |   |   |          |   |   | November 30   |  
|                                                            |   | 2008     |   |   | 2007     |   |   | 2008          |  
|                                                            |   |          |   |   |          |   |   | (cumulative)  |  
|Cash Flows provided by (used in) Operating Activities       |   |          |   |   |          |   |   |               |  
|Net loss for the period                                     | $ | (786,407 | ) | $ | (79,859  | ) | $ | (875,210      | )
|Adjustments to reconcile net loss to net cash
      used in |   |          |   |   |          |   |   |               |  
|operating
      activities:                                 |   |          |   |   |          |   |   |               |  
|Consulting fees paid
      in stock                         |   | 405,000  |   |   | -        |   |   | 405,000       |  
|Debt
      forgiveness                                      |   | -        |   |   | (610     | ) |   | (610          | )
|Depreciation                                                |   | 582      |   |   | -        |   |   | 582           |  
|Changes in non-cash working capital
      items related to  |   |          |   |   |          |   |   |               |  
|operations:                                                 |   |          |   |   |          |   |   |               |  
|Deposits                                                    |   | (13,517  | ) |   | -        |   |   | (13,517       | )
|Prepaid expenses                                            |   | (268     | ) |   | 5,500    |   |   | (268          | )
|Accounts
      payable and accrued liabilities              |   | 141,017  |   |   | (55,927  | ) |   | 109,258       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash used in operating activities                       |   | (253,593 | ) |   | (130,896 | ) |   | (374,765      | )
|                                                            |   |          |   |   |          |   |   |               |  
|Cash Flows used in Investing Activities                     |   |          |   |   |          |   |   |               |  
|Acquisition of property and equipment                       |   | (4,651   | ) |   | -        |   |   | (4,651        | )
|Acquisition and development costs
      of oil and gas      |   | (70,000  | ) |   | (82,650  | ) |   | (152,650      | )
|properties                                                  |   |          |   |   |          |   |   |               |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash used in investing activities                       |   | (74,651  | ) |   | (82,650  | ) |   | (157,301      | )
|                                                            |   |          |   |   |          |   |   |               |  
|Cash Flows provided by Financing Activities                 |   |          |   |   |          |   |   |               |  
|Capital stock issued                                        |   | 750,000  |   |   | 110,000  |   |   | 967,000       |  
|Cash acquired on reverse acquisition                        |   | -        |   |   | 37,058   |   |   | 37,058        |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash provided by financing activities                   |   | 750,000  |   |   | 147,058  |   |   | 1,004,058     |  
|                                                            |   |          |   |   |          |   |   |               |  
|Effect of foreign currency translation                      |   | -        |   |   | (13,052  | ) |   | (13,052       | )
|                                                            |   |          |   |   |          |   |   |               |  
|Increase (decrease) in cash during the period               |   | 421,756  |   |   | (79,540  | ) |   | 458,940       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Cash, beginning of the period                               |   | 37,184   |   |   | 116,724  |   |   | -             |  
|                                                            |   |          |   |   |          |   |   |               |  
|Cash, end of the period                                     | $ | 458,940  |   | $ | 37,184   |   | $ | 458,940       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Non-cash Transactions  Note 11                             |   |          |   |   |          |   |   |               |  

SEE ACCOMPANYING NOTES

F-3

---

|FORCE ENERGY CORP.                                                                 
|-----------------------------------------------------------------------------------
|(formerly Nuance Resources Corp.)                                                  
|(A Development Stage Company)                                                      
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                                     
|for the period from November 1, 2006 (Date of Inception)
      to November 30, 2008
|(Stated in US Dollars)                                                             

|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   | Deficit     |         |   |          |  
|-------------------------------------------------------------------- |  | ----------- | ------- |  | ------------- | --- | - | --------- | ------- | - | ----------- | - | - | ----------- | ------- | - | -------- | -
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   | Accumulated |         |   |          |  
|                                                                     |  |             |         |  |               |     |   |           |         |   | Additional  |   |   | During the  |         |   |          |  
|                                                                     |  |             |         |  | Common Shares |     |   | Paid-in   |         |   | Development |   |   |             |        
|                                                                     |  |             |         |  | Number        |     |   | Par Value |         |   | Capital     |   |   | Stage       |         |   | Total    |  
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Capital stock issued for cash                                        |  |  at $0.005 |         |  | 23,000,000    |     | $ | 23,000    |         | $ | 92,000      |   | $ | -           |         | $ | 115,000  |  
|Less: commissions                                                    |  |             |         |  | -             |     |   | -         |         |   | (8,000      | ) |   | -           |         |   | (8,000   | )
|Net loss and comprehensive loss for the period                       |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (8,944      | )       |   | (8,944   | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance, November 30, 2006                                           |  |             |         |  | 23,000,000    |     |   | 23,000    |         |   | 84,000      |   |   | (8,944      | )       |   | 98,056   |  
|Pursuant to agreement of merger and plan of                          |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|reorganization                                                       |  |             |         |  | 21,354,000    |     |   | 21,354    |         |   | (24,058     | ) |   | -           |         |   | (2,704   | )
|Capital stock issued for cash                                        |  |  at $0.25  |         |  | 240,000       |     |   | 240       |         |   | 59,760      |   |   | -           |         |   | 60,000   |  
|                                                                     |  |  at $0.50  |         |  | 100,000       |     |   | 100       |         |   | 49,900      |   |   | -           |         |   | 50,000   |  
|Net loss and comprehensive loss for the year                         |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (79,859     | )       |   | (79,859  | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance November 30, 2007                                            |  |             |         |  | 44,694,000    |     |   | 44,694    |         |   | 169,602     |   |   | (88,803     | )       |   | 125,493  |  
|Capital stock issued for cash                                        |  |  at $0.75  |         |  | 1,000,000     |     |   | 1,000     |         |   | 749,000     |   |   | -           |         |   | 750,000  |  
|Pursuant to consulting service agreements 
      Note 10  at $1.35 |  |             | 300,000 |  |               | 300 |   |           | 404,700 |   |             | - |   |             | 405,000 |  
|Net loss and comprehensive loss for the year                         |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (786,407    | )       |   | (786,407 | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance November 30, 2008                                            |  |             |         |  | 45,994,000    |     | $ | 45,994    |         | $ | 1,323,302   |   | $ | (875,210    | )       | $ | 494,086  |  

SEE ACCOMPANYING NOTES

F-4

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in US Dollars)                        

|Note 1 | Nature of Operations and Ability to Continue
      as a Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | The Company was incorporated
        in the state of Nevada, United States of America on November 1, 2006.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resource properties. The Companys year end is November
        30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | Effective December 28, 2006,
        the Board of Directors authorized a 3 for 1 forward stock split on the
        common shares. The authorized number of common shares increased from 90,000,000
        to 270,000,000 common shares with a par value of $0.001. All references
        in the accompanying financial statements to the number of common shares
        have been restated to reflect the forward stock split.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | On February 12, 2008, the Company
        acquired 100% of the common shares of Force Energy Corp. an inactive company
        incorporated in Nevada on July 19, 2005, for $100, to effect a name change
        of the Company. On February 12, 2008, the Company and Force Energy Corp
        filed articles of merger with the Secretary of State of Nevada to effectuate
        a merger between the two companies. The surviving entity of the merger
        was the Company. Immediately thereafter the Company changed its name to
        Force Energy Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | These financial statements have
        been prepared in accordance with generally accepted accounting principles
        applicable to a going concern, which assumes that the Company will be
        able to meet its obligations and continue its operations for its next
        fiscal year. Realization values may be substantially different from carrying
        values as shown and these financial statements do not give effect to adjustments
        that would be necessary to the carrying values and classification of assets
        and liabilities should the Company be unable to continue as a going concern.
        At November 30, 2008, the Company has working capital which may not be
        sufficient to sustain operations over the next twelve months and is dependent
        on its ability to raise capital from shareholders or other sources to
        meet its obligations and repay its liabilities arising from normal business
        operations when they come due. The Company has yet to achieve profitable
        operations, has accumulated losses of $875,210 since its inception and
        expects to incur further losses in the development of its business, all
        of which casts substantial doubt about the Companys ability to continue
        as a going concern. The Companys ability to continue as a going
        concern is dependent upon its ability to generate future profitable operations
        and/or to obtain the necessary financing to meet its obligations and repay
        its liabilities arising from normal business operations when they come
        due. Management has no formal plan in place to address this concern but
        considers that the Company will be able to obtain additional funds by
        equity financing and/or related party advances, however there is no assurance
        of additional funding being available or on acceptable terms, if at all

F-5

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 2               

|Note 2 | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The consolidated financial statements
        of the Company have been prepared in accordance with accounting principles
        generally accepted in the United States of America and are stated in US
        dollars. Because a precise determination of many assets and liabilities
        is dependent upon future events, the preparation of financial statements
        for a period necessarily involves the use of estimates, which may have
        been made using careful judgment. Actual results may vary from these estimates.                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The financial statements have,
        in managements opinion, been properly prepared within the framework
        of the significant accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Development Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company is a development
        stage company as defined in the Statement of Financial Accounting Standard
        (SFAS) No. 7, Accounting and Reporting By Development
        Stage Enterprises, as it is devoting substantially all of its efforts
        to establish a new business and planned principal operations have not
        commenced. All losses accumulated since inception have been considered
        as part of the Companys development stage activities.                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company is subject to several
        categories of risk associated with its development stage activities. Natural
        gas and oil exploration and production is a speculative business, and
        involves a high degree of risk. Among the factors that have a direct bearing
        on the Companys prospects are uncertainties inherent in estimating
        natural gas and oil reserves, future hydrocarbon production, and cash
        flows, particularly with respect to wells that have not been fully tested
        and with wells having limited production histories; access to additional
        capital; changes in the price of natural gas and oil; availability and
        cost of services and equipment; and the presence of competitors with greater
        financial resources and capacity.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | These consolidated financial
        statements include the accounts of the merged Company (Note 3) and its
        wholly-owned subsidiaries, FRC Exploration Ltd. (a BC Corporation) (FRC)
        and Nuance Exploration Ltd. (a BC Corporation) (NEL). All
        significant inter- company balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The carrying value of the Companys
        financial instruments, consisting of cash, accounts payable and accrued
        liabilities and due to related party approximate their fair value due
        to the short maturity of such instruments. Unless otherwise noted, it
        is managements opinion that the Company is not exposed to significant
        interest, exchange or credit risks arising from these financial instruments.                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 3               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Companys functional
        currency is the Canadian dollar as substantially all of the Companys
        operations are in Canada. The Company uses the United States (US)
        dollar as its reporting currency for consistency with registrants of the
        Securities and Exchange Commission (SEC) in accordance with
        the SFAS No. 52, Foreign Currency Translation.                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Assets and liabilities denominated
        in currencies other than US dollars are translated at the exchange rate
        in effect at the balance sheet date and capital accounts are translated
        at historical rates. Income statement accounts are translated at the average
        rates of exchange prevailing during the period. Translation adjustments
        from the use of different exchange rates from period to period are included
        in the Accumulated Other Comprehensive Income account in Stockholders
        Equity, if applicable.                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Transactions undertaken in currencies
        other than the functional currency of the entity are translated using
        the exchange rate in effect as of the transaction date. Any exchange gains
        and losses are included in the Statement of Operations.                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Property and equipment are stated
        at cost less accumulated depreciation. Depreciation is provided principally
        on the straight-line method over the estimated useful lives of the assets,
        which are generally 2 to 5 years. The cost of repairs and maintenance
        is charged to expense as incurred. Expenditures for property betterments
        and renewals are capitalized. Upon sale or other disposition of a depreciable
        asset, cost and accumulated depreciation are removed from the accounts
        and any gain or loss is reflected in other income (expense).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company periodically evaluates
        whether events and circumstances have occurred that may warrant revision
        of the estimated useful life of its property and equipment or whether
        the remaining balance of property and equipment should be evaluated for
        possible impairment. The Company uses an estimate of the related undiscounted
        cash flows over the remaining life of the fixed assets in measuring their
        recoverability.                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company follows the full
        cost method of accounting for oil and gas operations whereby all costs
        of exploring for and developing oil and gas reserves are initially capitalized
        on a country-by-country (cost centre) basis. Such costs include land acquisition
        costs, geological and geophysical expenses, carrying charges on non- producing
        properties, costs of drilling and overhead charges directly related to
        acquisition and exploration activities.                                                                                                

F-7

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 4               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Oil and Gas Properties  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Costs capitalized, together with
        the costs of production equipment, are depleted and amortized on the unit-of-production
        method based on the estimated gross proved reserves. Petroleum products
        and reserves are converted to a common unit of measure, using 6 MCF of
        natural gas to one barrel of oil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Costs of acquiring and evaluating
        unproved properties are initially excluded from depletion calculations.
        These unevaluated properties are assessed periodically to ascertain whether
        impairment has occurred. When proved reserves are assigned or the property
        is considered to be impaired, the cost of the property or the amount of
        the impairment is added to costs subject to depletion calculations.                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | If capitalized costs, less related
        accumulated amortization and deferred income taxes, exceed the full
        cost ceiling the excess is expensed in the period such excess occurs.
        The full cost ceiling is determined based on the present value
        of estimated future net revenues attributed to proved reserves, using
        current prices less estimated future expenditures plus the lower of cost
        and fair value of unproven properties within the cost centre.                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Proceeds from a sale of petroleum
        and natural gas properties are applied against capitalized costs, with
        no gain or loss recognized, unless such a sale would alter the relationship
        between capitalized costs and proved reserves of oil and gas attributable
        to a cost centre. Royalties paid net of any tax credits received are netted
        with oil and gas sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Impairment of Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In accordance with SFAS No. 144,
        Accounting for the Impairment or Disposal of Long- lived Assets,
        the carrying value of intangible assets and other long-lived assets are
        reviewed on a regular basis for the existence of facts or circumstances
        that may suggest impairment. The Company recognizes impairment when the
        sum of the expected undiscounted future cash flows is less than the carrying
        amount of the asset. Impairment losses, if any, are measured as the excess
        of the carrying amount of the asset over its estimated fair value. Oil
        and gas properties accounted for using the full cost method of accounting,
        a method utilized by the Company, is excluded from this requirement, but
        will continue to be subject to the ceiling test limitations.

F-8

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 5               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company has adopted SFAS
        No. 143, Accounting for Asset Retirement Obligations, which
        requires that asset retirement obligations (ARO) associated
        with the retirement of a tangible long-lived asset, including natural
        gas and oil properties, be recognized as liabilities in the period in
        which it is incurred and becomes determinable, with an offsetting increase
        in the carrying amount of the associated assets. The cost of tangible
        long-lived assets, including the initially recognized ARO, is depleted,
        such that the cost of the ARO is recognized over the useful life of the
        assets. The ARO is recorded at fair value, and accretion expense is recognized
        over time as the discounted fair value is accreted to the expected settlement
        value.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The fair value of the ARO is
        measured using expected future cash flow, discounted at the Companys
        credit-adjusted risk-free interest rate. As at November 30, 2008 and 2007,
        the Company has determined it has no assets retirement obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company uses the asset and
        liability method of accounting for income taxes pursuant to SFAS No. 109
        Accounting for Income Taxes. Under the assets and liability
        method of SFAS 109, deferred tax assets and liabilities are recognized
        for the future tax consequences attributable to temporary differences
        between the financial statements carrying amounts of existing assets and
        liabilities and loss carryforwards and their respective tax bases. Deferred
        tax assets and liabilities are measured using enacted tax rates expected
        to apply to taxable income in the years in which those temporary differences
        are expected to be recovered or settled.                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Basic Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company reports basic loss
        per share in accordance with SFAS No. 128, Earnings Per Share.
        Basic loss per share is computed using the weighted average number of
        common shares outstanding during the period. Diluted loss per share has
        not been provided as the Company has no potential common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Under SFAS 130, Reporting Comprehensive
        Income, the Company is required to report comprehensive income, which
        includes net loss as well as changes in equity from non- owner sources.
        The other changes in equity included in comprehensive income for the periods
        presented comprise the foreign currency cumulative translation adjustments
        as disclosed in the Consolidated Statements of Operations and Comprehensive
        Loss.                                                                                                                                                                                                                                                                                                                                                                                  

F-9

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 6               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Recently adopted accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | On December 1, 2007, we adopted
        Financial Accounting Standards Board (FASB) Statement No.
        157, Fair Value Measurements (SFAS No. 157) for all financial
        assets and liabilities and nonfinancial assets and liabilities that are
        recognized or disclosed at fair value in the financial statements on a
        recurring basis (at least annually). SFAS No. 157 defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles, and expands disclosures about fair value measurements.
        This statement does not require any new fair value measurements, but provides
        guidance on how to measure fair value by providing a fair value hierarchy
        used to classify the source of the information. See Note 4  Financial
        Instruments.                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | On December 1, 2007 Statement
        of Financial Accounting Standard (SFAS) No. 159, The Fair
        Value Option for Financial Assets and Financial Liabilities-Including
        an amendment of FASB Statement No. 115, became effective for us. SFAS
        No. 159 gives us the irrevocable option to elect fair value for the initial
        and subsequent measurement for certain financial assets and liabilities
        on a contract-by-contract basis with the difference between the carrying
        value before election of the fair value option and the fair value recorded
        upon election as an adjustment to beginning retained earnings. As of November
        30, 2008, we had not elected the fair value option for any eligible financial
        asset or liability.                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Recent Accounting Pronouncements
        Not Yet Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | In May 2008, the FASB issued
        SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles
        (SFAS No. 162). SFAS No. 162 is intended to improve financial
        reporting by identifying a consistent framework, or hierarchy, for selecting
        accounting principles to be used in preparing financial statements that
        are presented in conformity with U.S. generally accepted accounting principles
        for nongovernmental entities. SFAS No. 162 is effective 60 days following
        the SEC's approval of the Public Company Accounting Oversight Board Auditing
        amendments to AU Section 411, The Meaning of Present Fairly in Conformity
        with Generally Accepted Accounting Principles. The Company does not expect
        there to be any significant impact of adopting SFAS 162 on its financial
        position, cash flows and results of operations.

F-10

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 7               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | New Accounting Standards  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Recent Accounting Pronouncements Not Yet Adopted
       (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | In March 2008, the FASB issued
        Statement of Financial Accounting Standards (SFAS) No. 161,
        Disclosures about Derivative Instruments and Hedging Activities,
        an amendment of FASB Statement No. 133, which requires additional disclosures
        about the objectives of the derivative instruments and hedging activities,
        the method of accounting for such instruments under SFAS No. 133 and its
        related interpretations, and a tabular disclosure of the effects of such
        instruments and related hedged items on financial position, financial
        performance and cash flows. SFAS No. 161 is effective for fiscal years
        and interim periods beginning after November 15, 2008. The adoption of
        SFAS 161 should have no effect on the financial position and results of
        operations of the Company.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | In January 2008, Staff Accounting
        Bulletin (SAB) 110, Share-Based Payment was issued.
        Registrants may continue, under certain circumstances, to use the simplified
        method in developing estimates of the expected term of share options as
        initially allowed by SAB 107, Share-Based Payment. The adoption
        of SAB 110 should have no effect on the financial position and results
        of operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | In December 2007, the FASB issued
        SFAS No. 141 (Revised) Business Combinations. SFAS 141 (Revised)
        establishes principles and requirements for how the acquirer of a business
        recognizes and measures in its financial statements the identifiable assets
        acquired, the liabilities assumed, and any non-controlling interest in
        the acquiree.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The statement also provides guidance
        for recognizing and measuring the goodwill acquired in the business combination
        and determines what information to disclose to enable users of the financial
        statements to evaluate the nature and financial effects of the business
        combination. The guidance will become effective for the first fiscal year
        beginning after December 15, 2008. The management is in the process of
        evaluating the impact SFAS 141 (Revised) will have on the Companys
        financial statements upon adoption.                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | In December 2007, the FASB issued
        SFAS No. 160 Non-controlling Interests in Consolidated Financial
        Statements-an amendment of ARB No. 51. SFAS 160 establishes accounting
        and reporting standards for the non-controlling interest in a subsidiary
        and for the deconsolidation of a subsidiary. The guidance will become
        effective for the first fiscal year beginning after December 15, 2008.
        The management is in the process of evaluating the impact SFAS 160 will
        have on the Companys financial statements upon adoption.                                                                                                                                                                                                                                                                                              

F-11

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 8               

|Note 3 | Reverse Merger and Recapitalization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Pursuant to an Agreement of Merger and Plan of
      Reorganization between Nuance Resources Corp. (formerly Farrier Resources
      Corp.), (Farrier), Farrier Acquisition Inc. (Acquisition
      Inc), a Nevada Corporation, and a wholly-owned subsidiary of Farrier
      incorporated for the sole purpose of the merger transactions, and Nuance
      Resources Corp (Nuance), a Nevada Corporation, on December 29,
      2006, Acquisition Inc and Nuance merged and Nuance became the surviving
      company of the merger. All common shares outstanding of Acquisition Inc
      were converted into an equal number of common shares of Nuance. Pursuant
      to the agreement, on December 29, 2006 the shareholders of record of Nuance
      exercised their right to exchange their shares on a one for one basis for
      shares of Farrier. Accordingly on December 29, 2006, Nuance became a wholly-owned
      subsidiary company of Farrier.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Since this transaction resulted in the shareholders
      of Nuance owning a majority of the issued and outstanding shares of Farrier,
      the transaction is accounted for as a reverse merger recapitalization and
      the consolidated financial statements are a continuation of the operations
      of Nuance, and not of Farrier. The operations of Farrier are included in
      the consolidated statement of operations from December 29, 2006, the effective
      date of the acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | On January 4, 2007, Farrier and Nuance entered
      into a subsequent merger agreement whereby Nuance merged with and into Farrier.
      All common shares outstanding of Nuance were converted into an equal number
      of common shares of Farrier. The surviving entity of the merger was Farrier.
      Immediately thereafter, Farrier changed its name to Nuance Resources Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | On December 29, 2006, the fair value (which approximated
      the carrying value) of the acquired net liabilities of Farrier were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | Cash             | $ | 37,058  |  
| | ---------------- | - | ------- | -
| | Accounts payable |   | (39,762 | )
| |                  |   |         |  
| | Net liabilities  | $ | (2,704  | )

F-12

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 9               

|Note 4 | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | We adopted SFAS No. 157 on December
        1, 2007 for all financial assets and liabilities and nonfinancial assets
        and liabilities that are recognized or disclosed at fair value in the
        financial statements on a recurring basis (at least annually). SFAS No.
        157 defines fair value, establishes a framework for measuring fair value,
        and expands disclosures about fair value measurements.                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | SFAS No. 157 defines fair value
        as the price that would be received upon sale of an asset or paid upon
        transfer of a liability in an orderly transaction between market participants
        at the measurement date and in the principal or most advantageous market
        for that asset or liability. The fair value should be calculated based
        on assumptions that market participants would use in pricing the asset
        or liability, not on assumptions specific to the entity. In addition,
        the fair value of liabilities should include consideration of non- performance
        risk including our own credit risk.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | In addition to defining fair
        value, SFAS No. 157 expands the disclosure requirements around fair value
        and establishes a fair value hierarchy for valuation inputs. The hierarchy
        prioritizes the inputs into three levels based on the extent to which
        inputs used in measuring fair value are observable in the market. Each
        fair value measurement is reported in one of the three levels which is
        determined by the lowest level input that is significant to the fair value
        measurement in its entirety. These levels are:                                                                             

| | Level 1  | inputs are based upon unadjusted quoted prices
        for identical instruments traded in active markets.                                                                                                                                                                                                                                                                                                                      
| | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Level 2  | inputs are based upon quoted prices for similar
        instruments in active markets, quoted prices for identical or similar
        instruments in markets that are not active, and model-based valuation
        techniques for which all significant assumptions are observable in the
        market or can be corroborated by observable market data for substantially
        the full term of the assets or liabilities.
| |           |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Level 3  | inputs are generally unobservable and typically
        reflect managements estimates of assumptions that market participants
        would use in pricing the asset or liability. The fair values are therefore
        determined using model-based techniques that include option pricing models,
        discounted cash flow models, and similar techniques.                                                              

The Company holds no Level 1 or Level
  2 financial assets or liabilities.

The carrying value of the Companys
  financial assets and liabilities which consist of cash, accounts payable and
  accrued liabilities and due to related party in managements opinion approximate
  their fair value due to the short maturity of such instruments. Unless otherwise
  noted, it is managements opinion that the Company is not exposed to significant
  interest, exchange or credit risks arising from these financial instruments.

F-13

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 10              

|Note 5 | Property and Equipment                           
|------ | -------------------------------------------------
|       |                                                  
|       | Property and equipment consists of the following:

| |                                 |   | November 30 |   |   | November 30 | 
| | ------------------------------- | - | ----------- | - | - | ----------- | 
| |                                 |   | 2008        |   |   | 2007        | 
| |                                 |   |             |   |   |             | 
| | Computer equipment and software | $ | 4,275       |   | $ | -           | 
| | Less: Accumulated depreciation  |   | (535        | ) |   | -           | 
| |                                 |   | 3,740       |   |   | -           | 
| |                                 |   |             |   |   |             | 
| | Office equipment                |   | 376         |   |   | -           | 
| | Less: Accumulated depreciation  |   | (47         | ) |   | -           | 
| |                                 |   | 329         |   |   | -           | 
| |                                 |   |             |   |   |             | 
| |                                 | $ | 4,069       |   | $ | -           | 

|Note 6 | Oil and Gas Properties
|------ | ----------------------

| |                     |   | November 30, 2008 | 
| | ------------------- | - | ----------------- | 
| |                     |   | United            | 
| |                     |   | States            | 
| | Unproved properties |   |                   | 
| | - acquisition costs | $ | 50,000            | 
| | - development costs |   | 20,000            | 
| |                     |   |                   | 
| |                     | $ | 70,000            | 
| |                     |   |                   | 
| |                     |   | November 30, 2007 | 
| |                     |   | United            | 
| |                     |   | States            | 
| | Unproved properties |   |                   | 
| | - acquisition costs | $ | -                 | 

| | a) | Hayter Prospect, Alberta, Canada                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | By a participation agreement dated December 21, 2006,
        Nuance Exploration Ltd. (NEL), a wholly owned subsidiary of
        the Company acquired a 100% ownership in the interpretation of 3D seismic
        data covering four sections of certain land, known as the Hayter Prospect,
        located in the province of Alberta, Canada by paying $82,650 (CDN$95,000)
        in costs of acquiring and interpreting the seismic data.

F-14

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 11              

|Note 6 | Oil and Gas Properties
      (contd)
|------ | --------------------------------------
|       |                                       
|       | a)                                    
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       |                                       
|       | b)                                    
|       |                                       
|       |                                       
|       |                                       
|       |                                       

F-15

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 12              

|Note 6 | Oil and Gas Properties
        (contd)                                                                                                                                                                                                                                                            
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                     
|       | b)                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                     
|Note 7 | Related Party Transactions                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                     
|       | The amount due to related party
        was due to the Companys former director and is unsecured, non-interest
        bearing and has no specific terms for repayment.                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                     
|       | Accounts payable at November
        30, 2008 includes $64,250 (2007: $nil); owing to the Companys director
        and companies controlled by the Companys director for unpaid corporate
        expenses of $14,750, unpaid management fees of $48,500 and rent of $1,000
        respectively.
|       |                                                                                                                                                                                                                                                                                                     
|       | During the year ended November
        30, 2008, the Company accrued $157,500 (2007: $nil) for management fees
        and $7,000 (2007: $nil) for rent charged by companies controlled by the
        Companys director.                                                                          

F-16

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 13              

|Note 8 | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | During the period ended November
        30, 2006, the Company issued 23,000,000 common shares at $0.005 for total
        proceeds of $115,000. The Company paid commissions of $8,000 for net proceeds
        of $107,000.                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | On December 29, 2006, the Company
        issued 21,354,000 common shares as a result of the reverse merger and
        recapitalization (Note 3).                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | On April 5, 2007, the Company
        issued 240,000 common shares at $0.25 per share for total proceeds of
        $60,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | On November 30, 2007, the Company
        issued 100,000 common shares at $0.50 per share for total proceeds of
        $50,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | On April 16, 2008, the Company
        agreed to issue 300,000 common shares (issued May 2008) with a fair value
        of $1.35 per share totalling $405,000 pursuant to three consultancy contracts.                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | On April 17, 2008, the Company
        issued 1,000,000 common shares at $0.75 per share for total proceeds of
        $750,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 9 | Deferred Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | At November 30, 2008, the Company
        has accumulated net operating losses in the United States of America totalling
        approximately $825,000 which are available to reduce taxable income in
        future taxation years. At November 30, 2008 the Company has accumulated
        Canadian oil and gas resource property expenditures aggregating $88,800
        (CDN$110,000) which may be used to reduce taxable income in future taxation
        years.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The Company's income tax expense
        for the years ended November 30, 2008 and 2007 differed from the United
        States statutory rates:                                                                                                                                                                                                                                                                                                                          

| |                                                          |   | 2008     |   |   | 2007    |  
| | -------------------------------------------------------- | - | -------- | - | - | ------- | -
| |                                                          |   |          |   |   |         |  
| | Effective tax rate                                       |   | 34%      |   |   | 34%     |  
| |                                                          |   |          |   |   |         |  
| | Statutory rate applied to loss before income
      taxes | $ | (267,000 | ) | $ | (27,000 | )
| | Permanent difference                                     |   | 17,000   |   |   | -       |  
| | Increase in income taxes resulting from:                 |   |          |   |   |         |  
| | Change in valuation allowance                            |   | 250,000  |   |   | 27,000  |  
| |                                                          |   |          |   |   |         |  
| | Income tax expense                                       | $ | -        |   | $ | -       |  

F-17

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 14              

|Note 9 | Deferred Income Taxes  (contd)                                                     
|------ | -------------------------------------------------------------------------------------
|       |                                                                                      
|       | The significant components of the Companys
      deferred tax assets are as follows:

| |                                   |   | 2007     |   |   | 2007    |  
| | --------------------------------- | - | -------- | - | - | ------- | -
| |                                   |   |          |   |   |         |  
| | Deferred tax assets               |   |          |   |   |         |  
| | Net operating losses carryforward | $ | 280,000  |   | $ | 30,000  |  
| | Less: valuation allowance         |   | (280,000 | ) |   | (30,000 | )
| |                                   |   |          |   |   |         |  
| | Net deferred tax assets           | $ | -        |   | $ | -       |  

These losses expire as follows:

Year of Expiry
      
      Loss2026
      $
      9,0002027
      
      80,0002028
      
      736,000$
      825,000


The amount taken into income as deferred
  tax assets must reflect that portion of the income tax loss carryforwards that
  is more likely-than-not to be realized from future operations. The Company has
  chosen to provide an allowance of 100% against all available income tax loss
  carryforwards, regardless of their time of expiry.

On December 1, 2007, the Company adopted
  FASB Interpretation No. 48,"Accounting for Uncertainty in Income Taxes" ("FIN
  48"). FIN 48 prescribes a recognition threshold and measurement attribute for
  the recognition and measurement of tax positions taken or expected to be taken
  in income tax returns. FIN 48 also provides guidance on de-recognition of income
  tax assets and liabilities, classification of current and deferred income tax
  assets and liabilities, and accounting for interest and penalties associated
  with tax positions.

The Company files income tax returns
  in the U.S. federal jurisdiction, various state and foreign jurisdictions. The
  Company's tax returns are subject to tax examinations by U.S. federal and state
  tax authorities, or examinations by foreign tax authorities until respective
  statue of limitation. The Company is subject to tax examinations by tax authorities
  for all taxation years ending on or after November 30, 2006.

F-18

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 15              

|Note 10 | Commitments          
|------- | ---------------------
|        |                      
|        | a)                   
|        |                      
|        | b)                   
|        |                      
|Note 11 | Non-cash Transactions
|        |                      
|        | a)                   
|        |                      
|        | b)                   

F-19

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this Annual
Report on Form 10-K, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our
companys management, including our companys principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.

The conclusion that our disclosure controls and procedures were
not effective was due to the presence of material weaknesses in internal control
over financial reporting as identified below under the heading Managements
Report on Internal Control Over Financial Reporting. Management anticipates
that such disclosure controls and procedures will not be effective until the
material weaknesses are remediated. Our company intends to remediate the
material weaknesses as set out below.

Managements Report on Internal Control Over Financial
Reporting

Our companys management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our
companys internal control over financial reporting is designed to provide
reasonable assurance, not absolute assurance, regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our companys assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our companys receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
and that the degree of compliance with the policies or procedures may
deteriorate.

Our Management, including our principal executive officer and
principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of November 30, 2008 based
on the criteria set forth in Internal Control  Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at November 30, 2008 due to the following material weaknesses which
are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of both US GAAP and SEC
guidelines.

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able to remediate
the material

-27-

---

weaknesses identified above. To remediate such weaknesses, we
plan to implement the following changes during our fiscal year ending November
30, 2009, subject to obtaining additional financing: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective
risk management; and (ii) adopt sufficient written policies and procedures for
accounting and financial reporting. The remediation efforts set out above are
largely dependent upon our company securing additional financing to cover the
costs of implementing the changes required. If we are unsuccessful in securing
such funds, remediation efforts may be adversely effected in a material manner.

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only managements report in this annual report.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended November 30, 2008 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

-28-

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at March 13, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

|Name         | Position Held with the
      Company                                                      | Age | Date First Elected or
      Appointed
|------------ | ----------------------------------------------------------------------------------------- | --- | -------------------------------------
|Rahim Rayani | President, Chief Executive Officer, Chief
      Financial Officer, Secretary and Director | 34  | March 10, 2008                       

Business Experience

The following is a brief account of the education and business
experience of our sole director and executive officer during at least the past
five years, indicating his principal occupation during the period, and the name
and principal business of the organization by which he was employed.

Rahim Rayani is our president, chief executive officer,
chief financial officer, secretary and our sole director. Mr. Rayani has been
our president, chief executive officer, chief financial officer, secretary and
our sole director since March 10, 2008. For the past 4 years Rahim Rayani has
been President & CEO of Gulf Coast Oil & Gas, Inc. a Houston, TX USA
Venture. His responsibilities include raising capital, acquiring assets, brought
the company into revenue through success on drilling 3 re-entry wells in Texas
and manage all day to day operations and activities of a fully- reporting OTCBB
company. Since 2003 Rahim Rayani has been President & CEO of R Capital
Management Ltd. a Vancouver British Columbia based company, where he is a
Management/Financial & Technology consultant for public and private
companies with special focus on the oil & gas and resource/mining sectors.
His responsibilities include raising funds for private and public companies
through a network of high net worth individuals, institutions and business
contacts.

Term of Office

Our directors are appointed 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. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the director and
officer described above.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                    
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                     

-29-

---

| | 3. | being 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. | being 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.             

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a code of ethics as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to
this annual report. If we make any amendments to our Code of Ethics other than
technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to
our chief executive officer, chief financial officer, or certain other finance
executives, we will disclose the nature of the amendment or waiver, its
effective date and to whom it applies in a Current Report on Form 8-K filed with
the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended November 30, 2008, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with, with the exception of the following:

|Name         | Number of Late
      Reports | Number of Transactions
      Not Reported on a Timely Basis | Failure to File
      Required Forms
|------------ | ---------------------------- | ----------------------------------------------------------- | ------------------------------------
|Rahim Rayani | 1(1)                         | 1(1)                                                        | N/A                                 

(1)Rahim Rayani filed a
late Form 3  Initial Statement of Beneficial Ownership of Securities.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | each of our three most highly compensated executive
      officers who were serving as executive officers at the end of the most
      recently completed financial year; and                                                                    
| |     |                                                                                                                                                                                                                                                  
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year,

who we will collectively refer to as the named executive
officers, for our fiscal years ended November 30, 2008 and 2007, are set out in
the following summary compensation table:

-30-

---

|SUMMARY COMPENSATION TABLE                                                                                  
|------------------------------------------------------------------------------------------------------------
|Name and Principal
      Position                                                                           
|Rahim Rayani(1) President, Chief Executive
      Officer and Chief Financial Officer, Secretary and Director
|James Bunney(2) (formerly President, Chief
      Executive Officer, Chief Financial Officer and Director)   

|(1) | Rahim Rayani has been our president, chief executive
      officer, chief financial officer, and director of the Company since March
      10, 2008.                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|(2) | James Bunney resigned as president, chief executive
      officer and chief financial officer of the Company on March 10, 2008 and
      as a director on March 17, 2008.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at November 30, 2008, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our sole executive officer.

Aggregated Options Exercised in the Year Ended November 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
November 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended November 30, 2008.

Director Compensation

We do not pay our directors any fees or other compensation for
acting as directors. We have not paid any fees or other compensation to any of
our directors for acting as directors to date.

-31-

---

Employment Contracts

We have not entered into any employment agreement or consulting
agreement with our directors and executive officers. During the year ended
November 30, 2008 we entered into the following consulting agreements:

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Robert Perry pursuant to which Robert Perry
agreed to provide certain consulting and advisory services to our company in
consideration of which we agreed to, among other things: pay a legal consulting
fee of $300 per hour or $2,000 per day; pay a consulting fee of $800 per day for
evaluation of prospects; pay a fee of $35,000 per prospect generated by Mr.
Perry and a 3% overriding royalty interest on 8/8 production and issue to Mr.
Perry 100,000 shares of our common stock. We issued 100,000 shares of our common
stock to Mr. Perry pursuant to Regulation D and Section 4(2) of the Securities
Act of 1933. Robert B. Perry has a Masters in Law in Taxation from Georgetown
University in DC. After working for the Department of Treasury from 1973 - 1979
he went on to working for Sun Company and Sun Oil Company from 1979 - 1986. For
the past 23 years Mr. Perry has been working as a sole practitioner who
specializes in Tax and is Board Certified in Tax Law by the Texas Board of
Specialization. He has presented cases before the 5th circuit (Texas cases) and
10th circuit (Colorado cases) and U.S. Supreme Court.

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Leon Hinton pursuant to which Leon Hinton
agreed to provide certain consulting and advisory services to our company in
consideration of which we agreed to, among other things: pay a consulting fee of
$800 per day for evaluation of prospects; pay a fee of $35,000 per prospect
generated by Mr. Hinton and a 3% overriding royalty interest on 8/8 production;
and issue to Mr. Hinton 100,000 shares of our common stock. We issued 100,000
shares of our common stock to Mr. Hinton pursuant to Regulation D and Section
4(2) of the Securities Act of 1933. Mr. Hinton is currently a partner and vice
president of Cornerstone Natural Resources LLC  an oil and gas exploration and
production company located near Denver, Colorado. Following his seven years as a
Commissioned Officer, Infantry Branch, in the U.S Army, Mr. Hinton commenced his
petroleum industry career beginning with Texaco in 1973. During his 35 years in
the oil- patch, Mr. Hinton has held managerial and vice presidential positions
with Snyder Oil Company, Husky Oil Company, and Sun Exploration and Production
Company.

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Bourgeois Energy, Inc. pursuant to which
Bourgeois Energy has agreed to provide us with certain business consulting and
advisory services in consideration of which we agreed to, among other things:
pay a consulting fee of $800 per day for evaluation of prospects; pay a fee of
$35,000 per prospect generated by Mr. Hinton and a 3% overriding royalty
interest on 8/8 production; and issue to Bourgeois Energy 100,000 shares of our
common stock. We issued 100,000 shares of our common stock to Craig Bourgeois,
the principal of Bourgeois Energy pursuant to Regulation D and Section 4(2) of
the Securities Act of 1933. Mr. Bourgeois brings 25 years of executive
experience in all phases of oil & gas exploration and development to Force
Energy. Mr. Bourgeois holds a B.S. in Petroleum Geology from the University of
Louisiana, Lafayette. With successful discoveries as Geophysical
Engineer/Geologist for major oil companies such as Sunoco, Inc. and Oryx Energy
 Mr. Bourgeois brings a blend of technical competence and business acumen to
the company. His geographic areas of expertise include the Gulf Coast, Rocky
Mountain Region, Mexico, Brazil, Australia, and the North Sea.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of March 13, 2009, there were 45,994,000 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

|Title of Class Directors and
      Officers: | Name and Address of Beneficial
      Owner                      | Number of Shares Beneficially
      Owned(1) | Percentage of Class (2)
|-------------------------------------------- | --------------------------------------------------------------- | -------------------------------------------- | -----------------------
|Common Stock                                 | Rahim Rayani 304  530 12th
      Avenue SW Calgary, AB T2R 0E4 | 9,600,000                                    | 20.9%                  

-32-

---

|Common Stock     | Directors and Officers as a group                            | 9,600,000 | 20.9%
|---------------- | ------------------------------------------------------------ | --------- | -----
|5% Shareholders: |                                                              |           |      
|Common Stock     | James D. Bunney 203  3808 35th Ave
      Vernon, BC V1T 2T9 | 4,400,000 | 9.6% 

|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The percentage of class is based on 45,994,000 shares of
      common stock issued and outstanding as of March 13,
2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

None of the following parties has, since commencement of our
fiscal year ended November 30, 2008, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us, in which our company is a participant and
the amount involved exceeds the lesser of $120,000 or 1% of the average of our
companys total assets for the last three completed financial years:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

Director Independence

Our common stock is quoted on the OTC bulletin board
interdealer quotation system, which does not have director independence
requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. Our sole director, Rahim Rayani, is also our president, chief
executive officer, chief financial officer and secretary. As a result, we do not
have any independent directors.

As a result of our limited operating history and limited
resources, our management believes that we will have difficulty in attracting
independent directors. In addition, we would be likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

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Audit Committee Financial Expert

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. Our audit committee is presently
composed of our sole officer and director. Our board of directors has determined
that it does not have an audit committee member that qualifies as an audit
committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
We believe that the sole audit committee member is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. In addition, we believe that retaining an
independent director who would qualify as an audit committee financial expert
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated revenues to date.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services)provides an exemption from the requirement that the
audit committee must pre-approve all non-audit services to be provided by the
auditor, where the total amount of fees related to the non-audit services are
not expected to exceed 5% of the total fees payable to the auditor in the fiscal
year in which the non-audit services were provided. Section 8 (Exemptions)permits a company to apply to a securities regulatory authority for an
exemption from the requirements of National Instrument 52-110 in whole or in
part.

Transactions with Independent Directors

Our sole director, Rahim Rayani, is also our president, chief
executive officer, chief financial officer and secretary. As a result, we do not
have any independent directors.

Board of Directors

Our board of directors currently acts with one member
consisting of Rahim Rayani. We have determined that Mr. Rayani is not
independent as that term is defined in National Instrument 52-110 due to the
fact that he is our sole director and officer.

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in Canada
and the United States. Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the Board;
- choosing, assessing and compensating the Chief Executive Officer of our
  company, approving the compensation of all executive officers and ensuring
  that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our company's internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the Board
  or management, may require Board scrutiny.

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform

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them of the information required to carry out their
responsibilities as a board member. This information includes the most recent
board approved budget, the most recent annual report, the audited financial
statements and copies of the interim quarterly financial statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended November 30, 2008 and November 30, 2007 for professional
services rendered by BDO Dunwoody LLP, Chartered Accountants for the audit of
our annual consolidated financial statements, quarterly reviews of our interim
consolidated financial statements and services normally provided by the
independent accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

|                                  | Year Ended November 30,
      2008 | Year Ended November 30,
      2007
|--------------------------------- | ---------------------------------- | ----------------------------------
|Audit Fees and Audit Related Fees | $38,515                            | $20,846                           
|Tax Fees                          | -                                  | -                                 
|All Other Fees                    | -                                  | -                                 
|Total                             | $38,515                            | $20,846                           

In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by BDO Dunwoody LLP and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining BDO Dunwoody
LLP independent.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit | Description                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                 
|3.1     | Articles of Incorporation
        (incorporated by reference from our Registration Statement on Form SB-2
        filed on March 16, 2007).                                                                                     
|        |                                                                                                                                                                                                                                 
|3.2     | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on March
        16, 2007).                                                                                                        
|        |                                                                                                                                                                                                                                 
|3.3     | Certificate of
        Change filed with the Secretary of State of Nevada on December 28, 2006
        (incorporated by reference from our Current Report on Form 8-K filed on
        January 4, 2007).                        
|        |                                                                                                                                                                                                                                 
|3.4     | Articles of Merger
        filed with the Secretary of State of Nevada on January 4, 2007 (incorporated
        by reference from our Quarterly Report on Form 10-QSB filed on April 17,
        2008).                         
|        |                                                                                                                                                                                                                                 
|3.5     | Articles of Merger
        filed with the Secretary of State of February 12, 2008 (incorporated by
        reference from our Quarterly Report on Form 10-QSB filed on April 17,
        2008).                                 
|        |                                                                                                                                                                                                                                 
|10.1    | Participation
        Agreement dated November 30, 2007 between County Line Energy Corp. and
        Nuance Exploration Ltd. (incorporated by reference from our Current Report
        on Form 8-K filed on December 19, 2007).
|        |                                                                                                                                                                                                                                 
|10.2    | Letter Agreement
        dated March 11, 2008 with G2 Petroleum, LLC (incorporated by reference
        from our Current Report on Form 8-K filed on April 4, 2008).                                                            
|        |                                                                                                                                                                                                                                 
|10.3    | Promissory Note
        to G2 Petroleum, LLC (incorporated by reference from our Current Report
        on Form 8-K filed on April 4, 2008).                                                                                    
|        |                                                                                                                                                                                                                                 
|10.4    | Letter of Intent
        to Farm out dated April 17, 2008 between our company and Desert Mining
        Inc.  (incorporated by reference from our Current Report on
        Form 8-K filed on April 23, 2008).                  
|       
|10.5    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Robert
        B. Perry  (incorporated by reference from our Current Report
        on Form 8-K filed on May 1, 2008).                    
|       
|10.6    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Leon
        Hinton  (incorporated by reference from our Current Report on
        Form 8-K filed on May 1, 2008).                        
|       
|10.7    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Bourgeois
        Energy, Inc. (incorporated by reference from our Current Report on Form
        8-K filed on May 1, 2008).              
|        |                                                                                                                                                                                                                                 
|10.8*   | Loan
        Agreement between Force Energy Corp. and G2 Petroleum, LLC dated March
        11, 2009                                                                                                                            
|        |                                                                                                                                                                                                                                 
|10.9*   | Lease
        Agreement between Force Energy Corp. and TEG Inc. dated September 11,
        2008                                                                                                                                
|        |                                                                                                                                                                                                                                 
|14.1*   | Code
        of Ethics                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                 
|21.1*   | Subsidiaries                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                 
|31.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the *Sarbanes-Oxley Act of 2002*.                                                                               
|        |                                                                                                                                                                                                                                 
|32.1*   | Certification
        of Chief Executive Officer and Principal Financial Officer pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.                                                                             

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|FORCE ENERGY CORP. |                                                                   
|------------------ | ------------------------------------------------------------------
|                   |                                                                   
|                   |                                                                   
|By                 | /s/
      Rahim Rayani                                            
|                   | Rahim Rayani                                                      
|                   | President, Chief Executive Officer, Chief
      Financial Officer,
|                   | Secretary and Director                                            
|                   | (Principal Executive Officer, Principal
      Accounting Officer  
|                   | and Principal Financial Officer)                                  
|                   |                                                                   
|Date:              | March 13, 2009                                                    

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