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UNITED STATESSECURITIES AND
EXCHANGE COMMISSION
Washington, 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, 2009

[ ] 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
403-457-3672

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.Yes[ x ] No[ ]

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Indicate by checkmark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes[ ] No[ ]

Indicate by 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[ x ].

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 [ ]
      Non-accelerated filer [ ] | (Do not check if a smaller
      reporting company) | 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[ ] No[ x ]

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: $13,871,104 based on a price of $0.416 per
share, being the average bid and asked price of such common equity as of May 29,
2009.

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.
47,344,000 shares of common stock as of March 1, 2010.

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, the terms Force, the
Company, we, us and our means Force Energy 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 intend to expand our operations into these areas of activity should we
establish sufficient cash flows in the next twelve months to support these
activities. We presently hold a 50% working interest of the County Line Energy
Corp. interest in the Hayter Well located in Alberta, Canada, and a 75% working
interest in the Diamond Springs Prospect located within the Wind River Basin,
Wyoming.

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 are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. Continental has been hired to
permit two wells in section nine of the property. Once the new geothermal work
is complete by Hawkeye Geosensing Ltd., the Company may stake wells in other
sections. Once the well locations are staked, the Company intends to apply for
drilling permits to be ready for this summers drilling season.

We did not earn any revenues during the year ended November 30,
2009. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well, the Diamond Springs Prospect, or
from any other properties or projects in which we hold a working or direct
interest.

Recent Corporate Developments

Since the commencement of our fourth quarter ended November 30,
2009 we have experienced the following significant corporate developments:

|1. | Effective September 16, 2009 we completed the acquisition
      of a further 25% interest in the Diamond Springs Prospect in accordance
      with the terms of an assignment agreement with G2 Petroleum, LLC dated
      effective September 16, 2009. Pursuant to the terms of the assignment
      agreement, in consideration of the purchase of a 25% working interest in
      the Diamond Springs Prospect we agreed to issue G2 Petroleum 450,000
      common shares at a price of $0.32 per common share for total consideration
      of $144,000. Following completion of the acquisition, we currently hold a
      75% working interest in the Diamond Springs Prospect located within the
      Wind River Basin, Wyoming.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | On September 18, 2009 Force entered into an agreement
      with Continental Production Company, LLC of Casper, Wyoming, to perform
      all drilling and field operations of the Diamond Springs prospect.
      Continental Production Company, LLC (Formerly Continental Industries, LLC)
      is a Wyoming based operating company dedicated to providing expertise in
      professional and administrative services for all functions of petroleum
      energy development.                                                                                                                                                                                                                                                      

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|3. | On October 16, 2009 we entered into an amendment to our
      participation agreement with County Line Energy Corp. pursuant to which we
      acquired an additional 30% working interest in the Hayter Well in
      consideration of a release by Force from all amounts owed by County Line
      to Force. Following our entry into the amended participation agreement we
      now hold a 50% working interest of the County Line Energy Corp. interest
      in the Hayter Well. The addendum was subsequently amended by the parties
      on February 1, 2010 to replace the reference to the Company in the
      agreement with Nuance Exploration Ltd., the Companys wholly owned
      subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|4. | On October 30, 2009 the Company completed a private
      placement of 900,000 shares of the Companys common stock to one
      subscriber at a price of $0.28 per share for gross proceeds of $252,000.
      The shares were issued pursuant to Regulation S of the Securities Act of
      1933 on the basis that the subscriber represented that they were not a US
      person as such term is defined in Regulation S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | On November 16, 2009 we entered into a share issuance
      agreement with Villa Atmu S.A., pursuant to which Villa Atmu agreed to
      advance to us up to $5,000,000 in exchange for shares of common stock of
      our Company. Under the terms of the agreement, any cash advances requested
      by us must be in the minimum amount of $100,000. In consideration of each
      advance, we agree to issue common shares in the capital of our company at
      a price equal to 80% of the volume weighted average of the closing price
      of common stock, for the (10) ten banking days immediately preceding the
      date of the notice requesting the advance, as quoted on Yahoo! Finance or
      such other source as may be agreed to by us and Villa Atmu. The issuance
      of the shares is subject to the parties entering into a subscription
      agreement in a form acceptable to both parties and in compliance with
      applicable securities laws. We agreed to use the capital from advances to
      fund exploration activities and for general corporate purposes. Also,
      pursuant to the terms of the agreement, we agreed that during the two year
      period following execution of the agreement, we would not discuss,
      negotiate or engage any investment or corporate finance agreements without
      the consent of Villa Atmu, subject to Villa Atmus decision not to
      exercise this right due to market conditions. We further agreed not to
      engage in any debt financings during the two year term following execution
      of the agreement without the consent of Villa
Atmu.

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.

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, byproducts 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.

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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
twelve month period. We anticipate that we will be conducting most of our
business through agreements with consultants and third parties.

Subsidiaries

We have two wholly owned 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 $403,082 for the year
ended November 30, 2009. As of November 30, 2009, we had a working capital
deficit of $8,674. We do not expect positive cash flow from operations in the
near term. Our independent auditors have noted in their report concerning our
annual financial statements for the fiscal year ended November 30, 2009 that we
have incurred substantial losses since inception, which raises substantial doubt
about our ability to continue as a going concern. In the event we are not able
to continue operations you will likely suffer a complete loss of ann investors
investment in our securities. 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
- 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, 2009, 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,
2009 have incurred losses of $1,278,292 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. On November 16, 2009 to address our working capital
concerns we entered into a share issuance agreement with Villa Atmu S.A.,
pursuant to which Villa Atmu agreed to advance to us up to US$5,000,000 in
exchange for shares of common stock of our Company. We intend to raise any
additional working capital we require through private placements, public
offerings, bank financing and/or advances from related parties or stockholder
loans.

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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
necessary to meet these continuing exploration and development costs may not
continue to be available or, if the capital is available, it may not be
available 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, 2009, we have incurred
aggregate losses of approximately $1,278,292. Our net loss for the year ended
November 30, 2009 was $403,082 and $786,407 for the year ended November 30,
2008. 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.

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, if any.

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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 2010 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. We are not able to predict the
timing, extent and duration of the economic cycles in the markets in which we
operate.

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.

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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 involves 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 oil and gas properties involves
certain risks. Title to such interests and the borders of such interests may be
disputed. Such interests 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 interests are based upon 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.

Oil and gas operations are subject to federal, state, local,
and foreign 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, local, and foreign laws and regulations which seek to maintain health and safety
standards by regulating the design and use of drilling methods and equipment.

- 9 -

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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, state, local or foreign 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, local, and foreign 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
governmental 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 oil and gas 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.

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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 oil and gas properties, any of which
could result in 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.

- 11 -

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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.

In addition to the penny stock rules described above, 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, 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 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

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 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.

During our first fiscal quarter of 2009 we advanced $23,938
(CDN$29,000) to County Line Energy Corp for costs and expenses associated with
the Hayter Well as an unsecured loan. On October 16, 2009 we entered into an
amendment to our participation agreement with County Line pursuant to which we
acquired an additional 30% working interest in the Hayter Well in consideration
of a release by Force from all amounts owed by County Line to Force. Following our entry into the amended participation
agreement we now hold a 50% working interest in the County Line Energy Corp.
interest in the Hayter Well.

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Location of Hayter Well

Force Energy Corp. has a 50% working interest of the County
Line Energy Corp. 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.



County Line 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 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 reserves data are
estimates of proved reserves and probable reserves and related future net
revenue as at November 30, 2008.

On October 16, 2009 we entered into an amendment to our
participation agreement with County Line Energy Corp. pursuant to which we
acquired an additional 30% working interest in the Hayter Well in consideration
of a release by Force from all amounts owed by County Line to Force.
Following our entry into the amended participation agreement we now hold a 50%
working interest of the County Line Energy Corp. interest in the Hayter
Well.

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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. We did not subsequently 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.

On July 9, 2009 we completed the acquisition of a 50% interest
in the Diamond Springs Prospect in accordance with the terms of an assignment
agreement with G2 Petroleum, LLC dated effective June 20, 2009. Pursuant to the
terms of the assignment agreement, in consideration of the transfer of the 50%
interest in the Diamond Springs Prospect we agreed to set-off $50,000 of G2s
indebtedness to us under the prior letter agreement between the parties and we
agreed to set-off $175,000 against G2s indebtedness under the loan agreement
between the parties dated March 11, 2009. In connection with the assignment
agreement we agreed to sign a release in favour of G2, releasing them from all
further obligations under the loan agreement and the letter agreement.

Effective September 16, 2009 we completed the acquisition of a
further 25% interest in the Diamond Springs Prospect in accordance with the
terms of an assignment agreement with G2 Petroleum, LLC dated effective
September 16, 2009. Pursuant to the terms of the assignment agreement, in
consideration of the purchase of a 25% working interest in the Diamond Springs
Prospect we agreed to issue G2 Petroleum 450,000 common shares at a price of
$0.32 per common share for total consideration of $144,000. Following completion
of the acquisition, we currently hold a 75% working interest in the Diamond
Springs Prospect located within the Wind River Basin, Wyoming.

We are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. Continental has been
instructed to stake two wells in section nine of the property. Once the new
geothermal work is complete by Hawkeye Geosensing Ltd., the Company may stake wells in other sections.
Once the well locations are staked, the Company intends to apply for drilling
permits to be ready for this summers drilling season.

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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 following table sets forth the number of wells in which the
Company held a working interest as at November 30, 2009:



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. As at November 30, 2009, the Company had a 50%
working interest in one well in the Hayter Area of Alberta.

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. (REMOVED AND RESERVED).

Not Applicable.

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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
    Low02/28/2008
    $0.51
    $0.0005/31/2008
    $2.35
    $0.5108/31/2008
    $2.92
    $0.6011/30/2008
    $1.36
    $0.4102/29/2009
    $0.66
    $0.3005/31/2009
    $0.58
    $0.3508/31/2009
    $0.47
    $0.2211/30/2009
    $0.54
    $0.21


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 February 25, 2010, there were 28 registered stockholders
holding 47,344,000 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, 2009, we completed
the following sales of our equity securities that were not registered:

|1. | Effective September 16, 2009 we completed the acquisition
      of a 25% interest in the Diamond Springs Prospect in accordance with the
      terms of an assignment agreement with G2 Petroleum, LLC dated effective
      September 16, 2009. Pursuant to the terms of the assignment agreement, in
      consideration of the purchase of a 25% working interest in the Diamond
      Springs Prospect we agreed to issue G2 Petroleum 450,000 common shares at
      a price of $0.32 per common share for total consideration of
    $144,000.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | On October 30, 2009 the Company completed a private
      placement of 900,000 shares of the Companys common stock to one
      subscriber at a price of $0.28 per share for gross proceeds of $252,000.
      The shares were issued pursuant to Regulation S of the Securities Act of
      1933 on the basis that the subscriber represented that they were not a US
      person as such term is defined in Regulation S.                                                                                                                      

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, 2009.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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, the terms Force, the
Company, we, us and our means Force Energy Corp. and its subsidiaries,
unless otherwise indicated.

- 17 -

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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 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 intend to increase our staff and expand our operations into these areas of
activity should we establish sufficient cash flows in the next twelve months to
support these activities. We presently hold a 50% working interest of the County
Line Energy Corp. interest in the Hayter Well located in Alberta, Canada, and a
75% working interest in the Diamond Springs Prospect located within the Wind
River Basin, Wyoming.

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 are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. Continental has been
instructed to stake two wells in Section nine of the property. Once the new
geothermal work is complete by Hawkeye Geosensing Ltd., the Company may stake
wells in other sections. Once the well locations are staked, the Company intends
to apply for drilling permits to be ready for this summers drilling season. 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 $23,938 (CDN$29,000) to County Line Energy Corp for costs
      and expenses associated with the Hayter Well as an unsecured loan. On
      October 16, 2009 we entered into an amendment to our participation
      agreement with County Line pursuant to which we acquired an additional 30%
      working interest in the Hayter Well in consideration of a release by Force
      from all amounts owed by County Line to Force. Following our entry into
      the amended participation agreement we now hold a 50% working interest of
      the County Line Energy Corp. interest in 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.                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(ii) | Diamond Springs Prospect.On March 11, 2009 we
      entered into a loan agreement with G2 Petroleum, LLC pursuant to which we
      advanced to G2 Petroleum, LLC $175,000. The loan was intended to form part
      of the purchase price for our acquisition of a working interest in the
      Diamond Springs Prospect. As consideration for the advance of the loan, G2
      Petroleum agreed that the $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.

- 18 -

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On July 9, 2009 we completed the
acquisition of a 50% interest in the Diamond Springs Prospect in accordance with
the terms of an assignment agreement with G2 Petroleum, LLC dated effective June
20, 2009. Pursuant to the terms of the assignment agreement, in consideration of
the transfer of the 50% interest in the Diamond Springs Prospect we agreed to
set-off $50,000 of G2s indebtedness to us under the prior letter agreement
between the parties and we agreed to set-off $175,000 against G2s indebtedness
under the loan agreement between the parties dated March 11, 2009. In connection
with the assignment agreement we agreed to sign a release in favor of G2,
releasing them from all further obligations under the loan agreement and the
letter agreement.

Effective September 16, 2009 we
completed the acquisition of a further 25% interest in the Diamond Springs
Prospect in accordance with the terms of an assignment agreement with G2
Petroleum, LLC dated effective September 16, 2009. Pursuant to the terms of the
assignment agreement, in consideration of the purchase of a 25% working interest
in the Diamond Springs Prospect we agreed to issue G2 Petroleum 450,000 common
shares at a price of $0.32 per common share for total consideration of $144,000.
Following completion of the acquisition, we currently hold a 75% working
interest in the Diamond Springs Prospect located within the Wind River Basin,
Wyoming.

We did not earn any revenues during the year ended November 30,
2009. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well, Diamond Springs Prospect, or from
any other properties or projects in which we hold a working or direct interest.

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
      MonthsExpenses
    AmountManagement fees
    $180,000Exploration
      expenses
    $700,000Professional fees
    $80,000General
      administrative expenses
    $40,000Total
    $1,000,000


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, 2009 which are included herein.

- 19 -

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Our operating results for the years ended November 30, 2009 and
2008 are summarized as follows:

Years EndedNovember 30,2009
    
    
    2008Revenue
    $
    -
    
    $
    -Operating Expenses
    
    393,845
    
    
    787,501Net Loss
    $
    403,082
    
    $
    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, 2009 and 2008 are
outlined in the table below:

Years EndedNovember 30,2009
    
    
    2008Accounting and audit fees
    
    90,936
    
    
    46,333Accretion Expense
    
    1,328
    
    
    -Bank charges
    
    1,061
    
    
    514Consulting fees
    
    -
    
    
    408,500Depreciation
    
    2,328
    
    
    582Exploration Expenses
    
    15,000
    
    
    -Investor relations
    
    18,284
    
    
    33,159Legal fees
    
    45,190
    
    
    41,982Management fees
    
    189,000
    
    
    157,500Office expenses
    
    16,599
    
    
    6,651Rent
    
    18,836
    
    
    15,108Tax penalties and interest
    
    (50,000
    )
    
    50,000Transfer and filing fees
    
    22,877
    
    
    20,914Travel
    
    2,406
    
    
    6,258Write-off of Oil and Gas Costs
    
    20,000
    
    
    -Total Expenses
    $
    393,845
    
    **$**
    **787,501**


Our expenses decreased by 50% in fiscal 2009 as compared to
fiscal 2008. The decrease in our expenses for the year ended November 30, 2009
was due mainly to decreased consulting fees associated with the development of
our business; we did not renew expired consulting contracts in the current year.
As well, the accounting and audit fees increased primarily as a result of US tax
compliance work undertaken in the current year.

- 20 -

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Liquidity And Capital Resources

|Working Capital           |   |                   |   |   |                |  |  |            |  
|------------------------- | - | ----------------- | - | - | -------------- |  |  | ---------- | -
|                          |   |                   |   |   |                |  |  |            |  
|                          |   |                   |   |   |                |  |  | Percentage |  
|                          |   | As at             |   |   | As at November |  |  | Increase / |  
|                          |   | November 30, 2009 |   |   | 30, 2008       |  |  | (Decrease) |  
|Current Assets            | $ | 163,674           |   | $ | 472,725        |  |  | (65.4%     | )
|Current Liabilities       | $ | 172,348           |   | $ | 148,410        |  |  | 16.1%      |  
|Working Capital (deficit) | $ | (8,674            | ) | $ | 324,315        |  |  | (102.6%    | )

|Cash Flows                            |   |                             |   |   |                   |   |  |            |  
|------------------------------------- | - | --------------------------- | - | - | ----------------- | - |  | ---------- | -
|                                      |   |                             |   |   |                   |   |  |            |  
|                                      |   |                             |   |   |                   |   |  | Percentage |  
|                                      |   | Year Ended                  |   |   | Year Ended        |   |  | Increase / |  
|                                      |   | November 30,
      **2009** |   |   | November 30, 2008 |   |  | (Decrease) |  
|                                      |   |                             |   |   |                   |   |  |            |  
|                                      |   |                             |   |   |                   |   |  |            |  
|Cash used in Operating Activities     | $ | (342,919                    | ) | $ | (253,593          | ) |  | 35.2%      |  
|Cash used in Investing Activities     | $ | (205,563                    | ) | $ | (74,651           | ) |  | 175.4%     |  
|Cash provided by Financing Activities | $ | 252,000                     |   | $ | 750,000           |   |  | (66.4%     | )
|Net Increase (Decrease) in Cash       | $ | (296,482                    | ) | $ | 421,756           |   |  | (29.7%     | )

We anticipate that we will incur approximately $1,000,000 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 $342,919
during the year ended November 30, 2009 and $253,593 during the year ended
November 30, 2008. Cash used in operating activities was funded by cash from
financing activities.

Cash From Investing Activities

Net cash used in investing activities totaled $205,563 during
the year ended November 30, 2009 as compared to cash used in investing
activities of $74,651 during the year ended November 30, 2008.

Cash from Financing Activities

We generated $252,000 cash from financing activities during the
year ended November 30, 2009 compared to cash from financing activities in the
amount of $750,000 during the year ended November 30, 2008. Cash generated by
financing activities is attributable to a private placement we completed in
October, 2009 consisting of 900,000 shares of our common stock at a price of
$0.28 per share for gross proceeds of $252,000.

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, 2009, 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,
2009 have incurred losses of $1,278,292 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.

- 21 -

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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 achieve
a level of revenues adequate to generate sufficient cash flow from operations,
or 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 or continue with our exploration or development plan.

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 $403,082 for the year
ended November 30, 2009. As of November 30, 2009, we had working capital deficit
of $8,674 and our estimated expenses over the next twelve months are $1,000,000.
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.

On November 16, 2009 the Company entered into a share issuance
agreement for gross proceeds of up to $5,000,000 which expires on November 9,
2010. Pursuant to the agreement the Company can request advances in amounts not
less than $100,000 from the subscriber, and the subscriber will receive within 5
days of the advance being received common shares of the Company. The deemed
issue price of the shares shall be 80% of the volume weighted average of the
closing price of the common stock for the ten banking days immediately prior to
the date advance was requested. The Company has not yet drawn any funds under
this agreement.

Off-Balance Sheet Arrangements

We have no 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.

- 22 -

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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 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 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
parties approximate their fair values 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).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.

- 23 -

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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.

Impairment 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.
Impairment on the properties with unproved reserves is evaluated by considering
criteria such as future drilling plans for the properties, the results of
geographic and geologic data related to the unproved properties and the
remaining term of the property leases. Asset Retirement Obligations

The Company recognizes 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, 2009, the Company has determined it has no assets retirement
obligations.

Recent Accounting Pronouncements

In December 2007, the FASB issued ASC 805, Business
Combinations. Among other things, ASC 805 establishes principles and
requirements for how the acquirer in a business combination (i) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquired business; (ii) recognizes
and measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and (iii) determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. ASC 805 was effective for fiscal years beginning on
or after December 15, 2008. This standard will affect the Companys accounting
treatment for any future business combinations.

- 24 -

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In March 2008, the FASB issued guidance, included in ASC 815-10
  Derivatives and Hedging, which seeks to enhance disclosure about how
and why a company uses derivatives; how derivative instruments are accounted for
and how derivatives affect a companys financial position, financial performance
and cash flows. This Statement was effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. This
Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this statement did not have a
material effect on the Companys reported financial position or results of
operations.

In June 2008, the FASB ratified guidance which is now part of
ASC 815-40, Contracts in Entitys Own Equity. The objective of this
issue is to provide guidance for determining whether an equity-linked financial
instrument (or embedded feature) is indexed to an entitys own stock. This issue
applies to any freestanding financial instrument or embedded feature that has
all the characteristics of a derivative instrument or an instrument which may be
potentially settled in an entitys own stock regardless of whether the
instrument possess derivative characteristics. This issue provides a two-step
approach to assist in making these determinations and is effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company is currently evaluating what effects the adoption of ASC 815-40 will
have on its consolidated financial statements.

In December 2008, the SEC issued revised reporting requirements
for oil and natural gas reserves that a company holds. Included in the new rule
entitled -Modernization of Oil and Gas Reporting Requirements,are the
following changes: 1) permitting use of new technologies to determine proved
reserves, if those technologies have been demonstrated empirically to lead to
reliable conclusions about reserve volumes; 2) enabling companies to
additionally disclose their probable and possible reserves to investors, in
addition to their proved reserves; 3) allowing previously excluded resources,
such as oil sands, to be classified as oil and natural gas reserves rather than
mining reserves; 4) requiring companies to report the independence and
qualifications of a preparer or auditor, based on current Society of Petroleum
Engineers criteria; 5) requiring the filing of reports for companies that rely
on a third party to prepare reserve estimates or conduct a reserve audit; and 6)
requiring companies to report oil and natural gas reserves using an average
price based upon the prior 12-month period, rather than year-end prices. The new
requirements are effective for registration statements filed on or after January
1, 2010, and for annual reports on Form 10K for fiscal years ending on or after
December 31, 2009. Early adoption is not permitted. The Company is currently
assessing the impact that adoption of this rule will have on its financial
disclosures.

In January 2010, the FASB issued Accounting Standards Update
(ASU) No. 2010-03 - Oil and Gas Reserve Estimation and Disclosures.The
ASU aligns the current oil and gas reserve estimation and disclosure
requirements of FASB Accounting Standards Codification Topic 932, Extractive
Activities  Oil and Gas, with those in SEC Final Rule Release No. 33-8995,
Modernization of Oil and Gas Reporting. The ASU will be effective for reporting
periods ending on or after December 31, 2009. The Company is currently assessing
the impact that adoption of this rule will have on our financial statements.

In April 2009, the FASB issued additional disclosure
requirements related to fair values, which are included in ASC 820, Interim
Disclosures about Fair Value of Financial Instruments.The provisions
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. The required disclosures were effective for interim reporting
periods ending after June 15, 2009. The adoption of the provisions did not have
a material impact on the Companys statements of financial position, results of
operations and cash flows.

In May 2009, the FASB issued FASB ASC 855, Subsequent
Events. FASB ASC 855 incorporates accounting and disclosure requirements
related to subsequent events into U.S. GAAP. The requirements of FASB ASC 855
for subsequent-events accounting and disclosure are not significantly different
from those in existing auditing standards, which the Company has historically followed for
financial reporting purposes. As a result, the adoption of this guidance did not
have any material impact on the financial statements.

- 25 -

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In July 2009, the FASB issued new guidance relating to the
  FASB Accounting Standards Codification at FASB ASC 105, as the single
source of authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP). The codification is effective for interim periods ending
after September 15, 2009. All existing accounting standards were superseded as
described in ASC 105. All other accounting literature not included in the
Codification is non-authoritative. The adoption of ASC 105 did not impact the
Companys results of operations, financial position or cash flows.

In August 2009, the FASB issued ASU No. 2009-05, Measuring
Liabilities at Fair Value, or ASU 2009-05, which amends ASC 820 to provide
clarification of a circumstances in which a quoted price in an active market for
an identical liability is not available. A reporting entity is required to
measure fair value using one or more of the following methods: 1) a valuation
technique that uses a) the quoted price of the identical liability when traded
as an asset or b) quoted prices for similar liabilities (or similar liabilities
when traded as assets) and/or 2) a valuation technique that is consistent with
the principles of ASC 820. ASU 2009-05 also clarifies that when estimating the
fair value of a liability, a reporting entity is not required to adjust to
include inputs relating to the existence of transfer restrictions on that
liability. The adoption of this ASU did not have an impact on the Companys
consolidated financial statements.

- 26 -

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

FORCE ENERGY CORP.

(formerly Nuance Resources Corp)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009 and 2008

(Stated in US Dollars)





- 27 -

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FORCE ENERGY CORP.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2009 and 2008

(Stated in US Dollars)

---



| | Tel: 604  688 5421
      Fax: 604  688 5132
      www.bdo.ca | BDO Canada LLP
      600    Cathedral Place
      925 West    Georgia Street
      Vancouver BC  V6C    3L2  Canada
| | ------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders, 
  Force Energy Corp
  (A Development Stage Company)

We have audited  the accompanying consolidated balance sheets of Force Energy Corp. (the “Company”), (a Development Stage Company)  and its subsidiaries as of November 30, 2009 and 2008 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, 2009.  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. (a  Development Stage Company) and its subsidiaries as of November 30, 2009 and 2008   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, 2009, 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 a working capital  deficiency, 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 Canada LLP

Chartered Accountants

Vancouver, Canada 
  March 10, 2010

---

|FORCE ENERGY CORP.           
|-----------------------------
|(A Development Stage Company)
|CONSOLIDATED BALANCE SHEETS  
|November 30, 2009 and 2008   
|(Stated in US Dollars)       

|ASSETS                                                                                                                                                                                         |   | 2009       |   |   | 2008      |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | --------- | -
|                                                                                                                                                                                               |   |            |   |   |           |  
|Current                                                                                                                                                                                        |   |            |   |   |           |  
|Cash                                                                                                                                                                                           | $ | 162,458    |   | $ | 458,940   |  
|Deposits                                                                                                                                                                                       |   | -          |   |   | 13,517    |  
|Prepaid expenses                                                                                                                                                                               |   | 1,216      |   |   | 268       |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               |   | 163,674    |   |   | 472,725   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|Property and equipment  Note 4                                                                                                                                                                |   | 1,741      |   |   | 4,069     |  
|Oil and gas properties, full cost method of
      accounting                                                                                                                                   |   |            |   |   |           |  
|Unproved Properties  Note 5                                                                                                                                                                   |   | 504,162    |   |   | 165,702   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               | $ | 669,577    |   | $ | 642,496   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|LIABILITIES                                                                                                                                                                                    |   |            |   |   |           |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|Current                                                                                                                                                                                        |   |            |   |   |           |  
|Accounts payable and accrued
      liabilities                                                                                                                                                 | $ | 58,798     |   | $ | 84,160    |  
|Due to related parties   Note 6                                                                                                                                                               |   | 113,550    |   |   | 64,250    |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               |   | 172,348    |   |   | 148,410   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|Asset retirement obligation  Note 7                                                                                                                                                           |   | 10,225     |   |   | -         |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               |   | 182,573    |   |   | 148,410   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|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 
           47,344,000 shares issued (November 30, 2008, -
      45,994,000 
           shares issued) |   | 47,344     |   |   | 45,994    |  
|Additional paid in capital                                                                                                                                                                     |   | 1,717,952  |   |   | 1,323,302 |  
|Deficit accumulated during the development
      stage                                                                                                                                         |   | (1,278,292 | ) |   | (875,210  | )
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               |   | 487,004    |   |   | 494,086   |  
|                                                                                                                                                                                               |   |            |   |   |           |  
|                                                                                                                                                                                               | $ | 669,577    |   | $ | 642,496   |  

Nature of Operations and Ability to Continue as a Going Concern
   Note 1 
  Commitments  Note 10

SEE ACCOMPANYING NOTES 
F-1

---

|FORCE ENERGY CORP.                                          
|------------------------------------------------------------
|(A Development Stage Company)                               
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|for the years ended November 30, 2009 and 2008 and          
|for the period from November 1, 2006 (Date of Inception)    
|to November 30, 2009                                        
|(Stated in US Dollars)                                      

|                                                  |   |            |   |   |            |   |   | Period from   |  
|------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------- | -
|                                                  |   |            |   |   |            |   |   | November 1,   |  
|                                                  |   |            |   |   |            |   |   | 2006 (Date of |  
|                                                  |   |            |   |   |            |   |   | Inception) to |  
|                                                  |   |            |   |   |            |   |   | November 30   |  
|                                                  |   | 2009       |   |   | 2008       |   |   | 2009          |  
|                                                  |   |            |   |   |            |   |   | (cumulative)  |  
|                                                  |   |            |   |   |            |   |   |               |  
|Expenses                                          |   |            |   |   |            |   |   |               |  
|Accounting and audit fees                         | $ | 90,936     |   | $ | 46,333     |   | $ | 174,030       |  
|Accretion expense                                 |   | 1,328      |   |   | -          |   |   | 1,328         |  
|Bank charges                                      |   | 1,061      |   |   | 514        |   |   | 2,096         |  
|Consulting fees                                   |   | -          |   |   | 408,500    |   |   | 408,500       |  
|Depreciation                                      |   | 2,328      |   |   | 582        |   |   | 2,910         |  
|Exploration expenses                              |   | 15,000     |   |   | -          |   |   | 15,000        |  
|Investor relations                                |   | 18,284     |   |   | 33,159     |   |   | 51,443        |  
|Legal fees                                        |   | 45,190     |   |   | 41,982     |   |   | 140,182       |  
|Management fees  Note 6                          |   | 189,000    |   |   | 157,500    |   |   | 346,500       |  
|Office expenses                                   |   | 16,599     |   |   | 6,651      |   |   | 23,612        |  
|Rent  Note 6                                     |   | 18,836     |   |   | 15,108     |   |   | 33,944        |  
|Tax penalties and interest                        |   | (50,000    | ) |   | 50,000     |   |   | -             |  
|Transfer and filing fees                          |   | 22,877     |   |   | 20,914     |   |   | 59,434        |  
|Travel                                            |   | 2,406      |   |   | 6,258      |   |   | 9,502         |  
|Write-off of oil and gas costs  Note
      5 (b) |   | 20,000     |   |   | -          |   |   | 20,000        |  
|                                                  |   |            |   |   |            |   |   |               |  
|Loss before other items                           |   | (393,845   | ) |   | (787,501   | ) |   | (1,288,481    | )
|                                                  |   |            |   |   |            |   |   |               |  
|Other items:                                      |   |            |   |   |            |   |   |               |  
|Debt forgiveness                                  |   | -          |   |   | -          |   |   | 610           |  
|Foreign exchange gain (loss)                      |   | (9,237     | ) |   | 1,094      |   |   | 9,579         |  
|                                                  |   |            |   |   |            |   |   |               |  
|                                                  |   | (9,237     | ) |   | 1,094      |   |   | 10,189        |  
|                                                  |   |            |   |   |            |   |   |               |  
|Net loss and comprehensive loss for the period    | $ | (403,082   | ) | $ | (786,407   | ) | $ | (1,278,292    | )
|                                                  |   |            |   |   |            |   |   |               |  
|Basic loss per share                              | $ | (0.01      | ) | $ | (0.02      | ) |   |               |  
|                                                  |   |            |   |   |            |   |   |               |  
|Weighted average number of shares outstanding     |   | 46,162,904 |   |   | 45,503,315 |   |   |               |  

SEE ACCOMPANYING NOTES 
F-2

---

|FORCE ENERGY CORP.                                                                 
|-----------------------------------------------------------------------------------
|(A Development Stage Company)                                                      
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                              
|for the years ended November 30, 2009 and 2008 and                                 
|for the period from November 1, 2006 (Date of Inception)
      to November 30, 2009
|(Stated in US Dollars)                                                             

|                                                    |   |          |   |   |          |   |   | Period from   |  
|--------------------------------------------------- | - | -------- | - | - | -------- | - | - | ------------- | -
|                                                    |   |          |   |   |          |   |   | November 1,   |  
|                                                    |   |          |   |   |          |   |   | 2006 (Date of |  
|                                                    |   |          |   |   |          |   |   | Inception) to |  
|                                                    |   |          |   |   |          |   |   | November 30   |  
|                                                    |   | 2009     |   |   | 2008     |   |   | 2009          |  
|                                                    |   |          |   |   |          |   |   | (cumulative)  |  
|Cash Flows used in Operating Activities             |   |          |   |   |          |   |   |               |  
|Net loss for the period                             | $ | (403,082 | ) | $ | (786,407 | ) | $ | (1,278,292    | )
|Adjustments to reconcile net loss
      to net cash |   |          |   |   |          |   |   |               |  
|used in operating
      activities:                 |   |          |   |   |          |   |   |               |  
|Consulting
      fees paid in stock                 |   | -        |   |   | 405,000  |   |   | 405,000       |  
|Debt forgiveness                                    |   | -        |   |   | -        |   |   | (610          | )
|Accretion
      expense                             |   | 1,328    |   |   | -        |   |   | 1,328         |  
|Depreciation                                        |   | 2,328    |   |   | 582      |   |   | 2,910         |  
|Write-off
      of oil and gas costs                |   | 20,000   |   |   | -        |   |   | 20,000        |  
|Changes in non-cash working capital items           |   |          |   |   |          |   |   |               |  
|related
      to operations:                        |   |          |   |   |          |   |   |               |  
|Deposits                                            |   | 13,517   |   |   | (13,517  | ) |   | -             |  
|Prepaid
      expenses                              |   | (948     | ) |   | (268     | ) |   | (1,216        | )
|Accounts payable and
      accrued liabilities      |   | (25,362  |   |   | 76,767   |   |   | 19,646        |  
|Due to related parties                              |   | 49,300   |   |   | 64,250   |   |   | 113,550       |  
|                                                    |   |          |   |   |          |   |   |               |  
|Net cash used in operating activities               |   | (342,919 | ) |   | (253,593 | ) |   | (717,684      | )
|                                                    |   |          |   |   |          |   |   |               |  
|Cash Flows used in Investing Activities             |   |          |   |   |          |   |   |               |  
|Acquisition of property
      and equipment         |   | -        |   |   | (4,651   | ) |   | (4,651        | )
|Acquisition and development costs of oil and        |   |          |   |   |          |   |   |               |  
|gas
      properties                                |   | (205,563 | ) |   | (70,000  | ) |   | (358,213      | )
|                                                    |   |          |   |   |          |   |   |               |  
|Net cash used in investing activities               |   | (205,563 | ) |   | (74,651  | ) |   | (362,864      | )
|                                                    |   |          |   |   |          |   |   |               |  
|Cash Flows provided by Financing Activities         |   |          |   |   |          |   |   |               |  
|Capital stock issued                                |   | 252,000  |   |   | 750,000  |   |   | 1,219,000     |  
|Cash acquired on reverse
      acquisition          |   | -        |   |   | -        |   |   | 37,058        |  
|                                                    |   |          |   |   |          |   |   |               |  
|Net cash provided by financing activities           |   | 252,000  |   |   | 750,000  |   |   | 1,256,058     |  
|                                                    |   |          |   |   |          |   |   |               |  
|Effect of foreign currency translation              |   | -        |   |   | -        |   |   | (13,052       | )
|                                                    |   |          |   |   |          |   |   |               |  
|Increase (decrease) in cash during the period       |   | (296,482 | ) |   | 421,756  |   |   | 162,458       |  
|                                                    |   |          |   |   |          |   |   |               |  
|Cash, beginning of the period                       |   | 458,940  |   |   | 37,184   |   |   | -             |  
|                                                    |   |          |   |   |          |   |   |               |  
|Cash, end of the period                             | $ | 162,458  |   | $ | 458,940  |   | $ | 162,458       |  
|                                                    |   |          |   |   |          |   |   |               |  
|Supplemental disclosure of cash flow information    |   |          |   |   |          |   |   |               |  
|Interest paid                                       | $ | -        |   | $ | -        |   | $ | -             |  
|Income taxes paid                                   | $ | -        |   | $ | -        |   | $ | -             |  

Non-cash Transactions  Note 11

SEE ACCOMPANYING NOTES 
F-3

---

|FORCE ENERGY CORP.                                                                 
|-----------------------------------------------------------------------------------
|(A Development Stage Company)                                                      
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                                     
|for the period from November 1, 2006 (Date of Inception)
      to November 30, 2009
|(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 9        |  |  |               |  |   |           |  |   |             |   |   |             |   |         |          |  
| 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  |  
|                                                                |  |  |               |  |   |           |  |   |             |   |   |             |   |         |          |  
|Capital stock issued for cash - at
      0.28                   |  |  | 900,000       |  |   | 900       |  |   | 251,100     |   |   | -           |   |         | 252,000  |  
|Capital stock issued for oil and gas property 
      Note 5(b) |  |  | 450,000       |  |   | 450       |  |   | 143,550     |   |   | -           |   |         | 144,000  |  
|Net loss and comprehensive loss for
      the year              |  |  | -             |  |   | -         |  |   | -           |   |   | (403,082    | ) |         | (403,082 | )
|                                                                |  |  |               |  |   |           |  |   |             |   |   |             |   |         |          |  
|Balance November 30, 2009                                       |  |  | 47,344,000    |  | $ | 47,344    |  | $ | 1,717,952   |   | $ | (1,278,292  | ) | $       | 487,004  |  

SEE ACCOMPANYING NOTES 
F-4

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2009 and 2008                    
|(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, 2009, the Company has a working capital deficiency of
        $8,674. The Company has yet to achieve profitable operations, has accumulated
        losses of $1,278,292 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 entered into a formal Share Issuance Agreement with a third party
        (Note 10(b)) to address this concern.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-5

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 2               

|Note 2 | Summary of Significant Accounting Policies
      (contd)
|------ | ----------------------------------------------------------

Development Stage Activities

The Company is a development exploration
  stage company. 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 Force Energy Corp 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.

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).

Assets and liabilities denominated in
  a foreign currency are translated at the exchange rate in effect at the balance
  sheet date and share 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 and Comprehensive Loss.

Property and Equipment

Property and equipment are stated at
  cost less accumulated depreciation. Depreciation is provided 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).

F-6

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 3               

|Note 2 | Summary of Significant Accounting Policies
      (contd)
|------ | ----------------------------------------------------------

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 unproved 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.

Impairment 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.
  Impairment on the properties with unproved reserves is evaluated by considering
  criteria such as future drilling plans for the properties, the results of geographic
  and geologic data related to the unproved properties and the remaining term
  of the property leases.

F-7

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 4               

|Note 2 | Summary of Significant Accounting Policies
      (contd)
|------ | ----------------------------------------------------------

Asset Retirement Obligations

Asset retirement obligations (ARO)
  associated with the retirement of a tangible long-lived asset, including natural
  gas and oil properties, are 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.

Income Taxes

The Company uses the asset and liability
  method of accounting for income taxes. Deferred tax assets and liabilities are
  recognized for the future tax consequences attributable to temporary differences
  between the financial statements carrying amounts of existing assets and liabilities
  and loss carry-forwards and their respective tax bases. Deferred tax assets
  and liabilities are measured using enacted tax rates expected to apply to taxable
  income in the years in which those temporary differences are expected to be
  recovered or settled. The effect of a change in tax rules on deferred tax assets
  and liabilities is recognized in operations in the year of change. A valuation
  allowance is recorded when it is more likely-than-not that a deferred
  tax asset will not be realized.

Basic Loss per Share

Basic loss per share is computed using
  the weighted average number of shares outstanding during the period. Diluted
  earnings per share are computed similar to basic income per share except that
  the denominator is increased to include the number of common stock equivalents.
  Common stock equivalents represent the dilutive effect of the assumed exercise
  of any outstanding stock equivalents, using the treasury stock method, at either
  the beginning of the respective period presented or the date of issuance, whichever
  is later, and only if the common stock equivalents are considered dilutive based
  upon the Companys net income (loss) position at the calculation date.
  There are no common stock equivalents outstanding and, thus, diluted and basic
  loss per share are the same.

Comprehensive Income

The Company is required to report comprehensive
  income, which includes net loss as well as changes in equity from non-owner
  sources.

F-8

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 5               

|Note 2 | Summary of Significant Accounting Policies
      (contd)
|------ | ----------------------------------------------------------

New Accounting Pronouncements

In December 2007, the FASB issued ASC
  805, Business Combinations. Among other things, ASC 805 establishes
  principles and requirements for how the acquirer in a business combination (i)
  recognizes and measures in its financial statements the identifiable assets
  acquired, the liabilities assumed, and any non-controlling interest in the acquired
  business; (ii) recognizes and measures the goodwill acquired in the business
  combination or a gain from a bargain purchase; and (iii) determines what information
  to disclose to enable users of the financial statements to evaluate the nature
  and financial effects of the business combination. ASC 805 was effective for
  fiscal years beginning on or after December 15, 2008. This standard will affect
  the Companys accounting treatment for any future business combinations.

In March 2008, the FASB issued guidance,
  included in ASC 815-10 Derivatives and Hedging,which seeks
  to enhance disclosure about how and why a company uses derivatives; how derivative
  instruments are accounted for and how derivatives affect a companys financial
  position, financial performance and cash flows. This Statement was effective
  for financial statements issued for fiscal years and interim periods beginning
  after November 15, 2008. This Statement encourages, but does not require, comparative
  disclosures for earlier periods at initial adoption. The adoption of this statement
  did not have a material effect on the Companys reported financial position
  or results of operations.

In June 2008, the FASB ratified guidance
  which is now part of ASC 815-40, Contracts in Entitys Own Equity.
  The objective of this issue is to provide guidance for determining whether an
  equity-linked financial instrument (or embedded feature) is indexed to an entitys
  own stock. This issue applies to any freestanding financial instrument or embedded
  feature that has all the characteristics of a derivative instrument or an instrument
  which may be potentially settled in an entitys own stock regardless of
  whether the instrument possess derivative characteristics. This issue provides
  a two-step approach to assist in making these determinations and is effective
  for financial statements issued for fiscal years beginning after December 15,
  2008. The Company is currently evaluating what effects the adoption of ASC 815-40
  will have on its consolidated financial statements.

F-9

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 6               

|Note 2 | Summary of Significant Accounting Policies
      (contd)
|------ | ----------------------------------------------------------

New Accounting Pronouncements
  (contd)

In December 2008, the SEC issued revised
  reporting requirements for oil and natural gas reserves that a company holds.
  Included in the new rule entitled -Modernization of Oil and Gas Reporting
  Requirements,are the following changes: 1) permitting use of new
  technologies to determine proved reserves, if those technologies have been demonstrated
  empirically to lead to reliable conclusions about reserve volumes; 2) enabling
  companies to additionally disclose their probable and possible reserves to investors,
  in addition to their proved reserves; 3) allowing previously excluded resources,
  such as oil sands, to be classified as oil and natural gas reserves rather than
  mining reserves; 4) requiring companies to report the independence and qualifications
  of a preparer or auditor, based on current Society of Petroleum Engineers criteria;
  5) requiring the filing of reports for companies that rely on a third party
  to prepare reserve estimates or conduct a reserve audit; and 6) requiring companies
  to report oil and natural gas reserves using an average price based upon the
  prior 12-month period, rather than year-end prices. The new requirements are
  effective for registration statements filed on or after January 1, 2010, and
  for annual reports on Form 10K for fiscal years ending on or after December
  31, 2009. Early adoption is not permitted. The Company is currently assessing
  the impact that adoption of this rule will have on its financial disclosures.

In January 2010, the FASB issued Accounting
  Standards Update (ASU) No. 2010-03 - Oil and Gas Reserve Estimation
  and Disclosures.The ASU aligns the current oil and gas reserve estimation
  and disclosure requirements of FASB Accounting Standards Codification Topic
  932, Extractive Activities  Oil and Gas, with those in SEC Final
  Rule Release No. 33-8995, Modernization of Oil and Gas Reporting. The ASU will
  be effective for reporting periods ending on or after December 31, 2009. The
  Company is currently assessing the impact that adoption of this rule will have
  on our financial statements.

In April 2009, the FASB issued additional
  disclosure requirements related to fair values, which are included in ASC 820,
  Interim Disclosures about Fair Value of Financial Instruments.
  The provisions require disclosures about fair value of financial instruments
  for interim reporting periods of publicly traded companies as well as in annual
  financial statements. The required disclosures were effective for interim reporting
  periods ending after June 15, 2009. The adoption of the provisions did not have
  a material impact on the Companys statements of financial position, results
  of operations and cash flows.

In May 2009, the FASB issued FASB ASC
  855, Subsequent Events. FASB ASC 855 incorporates accounting
  and disclosure requirements related to subsequent events into U.S. GAAP. The
  requirements of FASB ASC 855 for subsequent-events accounting and disclosure
  are not significantly different from those in existing auditing standards, which
  the Company has historically followed for financial reporting purposes. As a
  result, the adoption of this guidance did not have any material impact on the
  financial statements. The Company has evaluated subsequent events through the
  filing date of these consolidated financial statements.

F-10

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 7               

|Note 2 | Summary of Significant Accounting Policies
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | New Accounting Pronouncements (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | In July 2009, the FASB issued
        new guidance relating to the FASB Accounting Standards Codificationat FASB ASC 105, as the single source of authoritative nongovernmental
        U.S. generally accepted accounting principles (GAAP). The codification
        is effective for interim periods ending after September 15, 2009. All
        existing accounting standards were superseded as described in ASC 105.
        All other accounting literature not included in the Codification is non-authoritative.
        The adoption of ASC 105 did not impact the Companys results of operations,
        financial position or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | In August 2009, the FASB issued
        ASU No. 2009-05, Measuring Liabilities at Fair Value,
        or ASU 2009-05, which amends ASC 820 to provide clarification of a circumstances
        in which a quoted price in an active market for an identical liability
        is not available. A reporting entity is required to measure fair value
        using one or more of the following methods: 1) a valuation technique that
        uses a) the quoted price of the identical liability when traded as an
        asset or b) quoted prices for similar liabilities (or similar liabilities
        when traded as assets) and/or 2) a valuation technique that is consistent
        with the principles of ASC 820. ASU 2009-05 also clarifies that when estimating
        the fair value of a liability, a reporting entity is not required to adjust
        to include inputs relating to the existence of transfer restrictions on
        that liability. The adoption of this ASU did not have an impact on the
        Companys consolidated financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 3 | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Fair value is defined 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, the standard expands the disclosure requirements around fair value
        and establishes a fair value hierarchy for valuation inputs is expanded.
        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 and
        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.

F-11

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 8               

|Note 3 | Financial Instruments (contd)
|------ | -------------------------------

| | 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 carrying value of the Companys
  financial assets and liabilities consisting of cash and accounts payable and
  accrued liabilities, in managements 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.

|Note 4 | Property and Equipment
|------ | ----------------------

Property and equipment consists of the
  following:

| |                                      |   | November 30 |   |   | November 30 |  
| | ------------------------------------ | - | ----------- | - | - | ----------- | -
| |                                      |   | 2009        |   |   | 2008        |  
| | Computer equipment and software      | $ | 4,275       |   | $ | 4,275       |  
| | Less: Accumulated depreciation       |   | (2,675      | ) |   | (535        | )
| |                                      |   | 1,600       |   |   | 3,740       |  
| | Office equipment                     |   | 376         |   |   | 376         |  
| | Less: Accumulated
      depreciation |   | (235        | ) |   | (47         | )
| |                                      |   | 141         |   |   | 329         |  
| |                                      | $ | 1,741       |   | $ | 4,069       |  

|Note 5 | Oil and Gas Properties
|------ | ----------------------

| |                               |   | November 30, 2009 | 
| | ----------------------------- | - | ----------------- | 
| |                               |   | United            | 
| |                               |   | States            | 
| |                               |   |                   | 
| | Unproved properties           |   |                   | 
| | - acquisition costs           | $ | 369,000           | 
| | - development costs           |   | -                 | 
| | - asset retirement obligation |   | -                 | 
| |                               |   |                   | 
| |                               | $ | 369,000           | 

F-12

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 9               

|Note 5 | Oil and Gas Properties (contd)
|------ | --------------------------------

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

| | 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.                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | On October 15, 2007, prior to the evaluation of the
        3D seismic data, NEL sold to the original grantor (the Grantor) 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, the Grantor did not pay the promissory
        note and NEL and the Grantor 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 totalling $95,702 after considering the effects
        of the foreign exchange on the note.                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | On October 16, 2009, the Company entered into an amendment
        to its Participation Agreement pursuant to which it acquired an additional
        30% working interest in the Hayter Well in consideration of a release
        by Force from an amount of $23,938 owed by the Grantor to the Company.
        The Company holds a 50% working interest of the Grantors interest
        in the Hayter Well. The addendum was subsequently amended by the parties
        on February 1, 2010 to replace the reference to the Company in the agreement
        with Nuance Exploration Ltd., the Companys wholly owned subsidiary.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | During the year ended November 30, 2009 the Company
        incurred $7,100 of development costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | As at November 30, 2009, the 50% working interest of
        the Hayter Well was recorded at $135,162 (November 30, 2008:- 20% working
        interest - $95,702). The company also recorded $8,422 (Note 7) as an asset
        retirement obligation.                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | Diamond Springs Prospect, Wyoming                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | By a letter agreement dated March 11, 2008, the Company
        agreed to purchase a 5% working interest in the Diamond Springs Prospect
        (the Prospect) and acquire an option to purchase an additional
        20% working interest in the Prospect.                                                                                                                                                                                                                                                                                                                                                                         

F-13

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 10              

|Note 5 | Oil and Gas Properties (contd)
|------ | --------------------------------

| | b) | Diamond Springs Prospect, Wyoming (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | As consideration, the Company issued a $50,000 Promissory
        Note 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 an
        acquisition agreement (see agreement related to Diamond Springs Prospect
        below), at which time the Company would earn a 75% net revenue interest
        in the initial well. The Company is responsible for 100% of the costs
        of the drilling and testing of the initial well on the Prospect.                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Upon drilling of the initial well, the Company would
        issue to the vendor 250,000 common shares of the Company as payment in
        full for a 5% working interest in all subsequent wells drilled on the
        Prospect. These shares were not issued and the commitment to issue these
        shares was superseded in June, 2009 as described below. The Vendor granted
        the Company 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 expired unexercised on December 15, 2008.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In December 2008, the Company advanced an additional
        $175,000, pursuant to the loan agreement dated March 11, 2009, to the
        vendor of the Diamond Springs Prospect with the intention that this loan,
        together with the original payment of $50,000, are to be included as part
        of the purchase price included in a definitive agreement in respect to
        the acquisition by the Company of a working interest in the Prospect.                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In June 2009, the parties entered into the assignment
        agreement, which replaced and superseded all prior agreements between
        the parties. The Company will receive a 50% interest in the Diamond Springs
        Prospect for $225,000. In connection with the assignment agreement the
        Company agreed to sign a release in favour of the assignor, releasing
        them from all further obligations under the loan agreement and the letter
        agreement.                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | On September 16, 2009, the Company acquired a further
        25% interest in the Diamond Springs Prospect for consideration consisting
        of 450,000 common shares with a fair value of $144,000.                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | During the year ended November 30, 2009, $20,000 in
        development costs relating to Diamond Springs Prospect were written off.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|Note 6 | Related Party Transactions
|------ | --------------------------

Amount due to related parties includes $113,550 (November 30, 2008 - $64,250); owing to the Company’s director and companies controlled by the Company’s director for unpaid corporate expenses of $nil (November 30, 2008 - $14,750), unpaid management fees of $111,500 (November 30, 2008 - $48,500) and rent of $2,050 (November 30, 2008 - $1,000) respectively. 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.

F-14

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 11              

|Note 6 | Related Party Transactions (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | During the year ended November
        30, 2009, total management fees charged by the Companys director
        were $189,000 (2008 - $157,500), and rent expenses reimbursed to the company
        controlled by the Companys director were $8,400 (2008 - $7,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 7 | Asset Retirement Obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Total future asset retirement
        obligations were estimated by management based on the Companys net
        ownership interest, estimated costs to reclaim and abandon the wells and
        the estimated timing of the costs to be incurred in future periods. The
        Company has estimated the net present value of its total assets retirement
        obligations at November 30, 2009 to be $10,255 (November 30, 2008 - $nil),
        based on a total undiscounted liability of $16,645 (Cdn$17,500) in the
        Hayter Prospect, Alberta, Canada. These payments are expected to be made
        over the next nine years, with the majority of the cost incurred between
        2016 and 2019. The Companys credit adjusted risk free rate of 15%
        and an inflation rate of 8% were used to calculate the present value of
        the asset retirement obligation.

| |                              |   | November 30, |  |   | November 30, | 
| | ---------------------------- | - | ------------ |  | - | ------------ | 
| |                              |   | 2009         |  |   | 2008         | 
| |                              |   |              |  |   |              | 
| | Balance, beginning of period | $ | -            |  | $ | -            | 
| | Liabilities incurred         |   | 8,422        |  |   | -            | 
| | Accretion expense            |   | 1,328        |  |   | -            | 
| | Effect of foreign exchange   |   | 475          |  |   | -            | 
| |                              |   |              |  |   |              | 
| |                              | $ | 10,225       |  | $ | -            | 

|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.

F-15

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 12              

|Note 8 | Capital Stock (contd)
|------ | -----------------------

On September 19, 2009, the Company issued
  450,000 common shares pursuant to the Diamond Springs Prospect property agreement
  with a fair value of $144,000.

On October 30, 2009, the Company issued
  900,000 common shares at $0.28 per share for total proceeds of $252,000 pursuant
  to a private placement.

|Note 9 | Income Taxes
|------ | ------------

At November 30, 2009, the Company has
  accumulated net operating losses in the United States of America totalling approximately
  $1,399,000 which are available to reduce taxable income in future taxation years.
  The carryforwards will begin expiring in 2026 unless utilized in earlier years.
  At November 30, 2009 the Company has accumulated Canadian oil and gas resource
  property expenditures aggregating $ 140,091 (CDN$148,638) which may be used
  to reduce taxable income in future taxation years.

The tax effects of the temporary differences
  that give rise to the Company's estimated deferred tax assets and liabilities
  are as follows:

| |                                             |   | 2009     |   |   | 2008     |  
| | ------------------------------------------- | - | -------- | - | - | -------- | -
| |                                             |   |          |   |   |          |  
| | Statutory tax rate                          |   | 34.00%   |   |   | 34.00%   |  
| |                                             |   |          |   |   |          |  
| | Net operating loss carryforwards            | $ | 476,000  |   | $ | 300,000  |  
| | Undeducted management fees                  |   | -        |   |   | 23,000   |  
| | Capital assets                              |   | 1,000    |   |   | -        |  
| | Oil and gas properties                      |   | 2,000    |   |   | 3,000    |  
| | ARO liability                               |   | 2,000    |   |   | -        |  
| | Valuation allowance for deferred tax assets |   | (481,000 | ) |   | (327,000 | )
| |                                             |   |          |   |   |          |  
| | Net deferred tax assets                     | $ | -        |   | $ | -        |  

The provision for income taxes differ
  from the amount established using the statutory income tax rate as follows:

| |                                      |   | 2009     |   |   | 2008     |  
| | ------------------------------------ | - | -------- | - | - | -------- | -
| |                                      |   |          |   |   |          |  
| | Income tax benefit at statutory rate | $ | (137,000 | ) | $ | (267,000 | )
| | Tax penalties and interest           |   | (17,000  | ) |   | 17,000   |  
| | Foreign exchange translation         |   | (1,000   | ) |   | -        |  
| | Other permanent differences          |   | 1,000    |   |   | 5,000    |  
| | Increase in valuation allowance      |   | 154,000  |   |   | 245,000  |  
| |                                      |   |          |   |   |          |  
| | Deferred income tax recovery         | $ | -        |   | $ | -        |  

F-16

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 13              

|Note 9 | Income Taxes (contd)
|------ | ----------------------

The Company evaluates its valuation
  allowance requirements based on projected future operations. When circumstances
  change and this causes a change in managements judgment about the recoverability
  of deferred tax assets, the impact of the change on the valuation allowance
  is reflected in current income. As management of the Company does not currently
  believe that it is more-likely-than-not that the Company will receive the benefit
  of this asset, a valuation allowance equal to the deferred tax asset has been
  established at both November 30, 2009 and November 30, 2008.

Uncertain 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
  statute of limitation. It is subject to tax examinations by tax authorities
  for all taxation years commencing on or after 2006.

Provision has not been made for U.S.
  or additional foreign taxes on undistributed earnings of foreign subsidiaries.
  Such earnings have been and will continue to be reinvested but could become
  subject to additional tax if they were remitted as dividends, or were loaned
  to the Company affiliate. It is not practicable to determine the amount of additional
  tax, if any, that might be payable on the undistributed foreign earnings.

|Note 10 | Commitments
|------- | -----------

| | a) | On September 18, 2009, the Company entered into a Management/Operations
        Agreement for an initial term of one month expiring October 17, 2009,
        whereby a company was appointed the manager and operator of the Companys
        Diamond Springs Project. As compensation for manager/operator services
        the Company will pay the company in accordance with a specified fee schedule
        for operator services rendered. The contract will be automatically renewed
        for periods of 1 month unless 30 days written notice of termination is
        given. No costs pursuant to the agreement have been incurred as of the
        audit report date.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | b) | On November 16, 2009 the Company entered into a share
        issuance agreement for gross proceeds of up to $5,000,000 which expires
        on November 9, 2010. Pursuant to the agreement the Company can request
        advances in amounts not less than $100,000 from the subscriber, and the
        subscriber will receive within 5 days of the advance being received common
        shares of the Company. The deemed issue price of the shares shall be 80%
        of the volume weighted average of the closing price of the common stock
        for the ten banking days immediately prior to the date advance was requested.                                         

F-17

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2009 and 2008                    
|(Stated in US Dollars)  Page 14              

|Note 11 | Non-cash Transactions
|------- | ---------------------

Investing and financing activities that
  do not have a direct impact on current cash flows are excluded from the statements
  of cash flows.

During the year ended November 30, 2009,
  the Company issued 450,000 common shares having a fair value of $0.32 per share
  for a total of $144,000 pursuant to an agreement to acquire an additional 25%
  working interest in the Diamond Springs Prospect -Note 5(b).

During the year ended November 30, 2008,
  upon the resignation of the past president, $5,018 which had been recorded as
  due to related party was reclassified to accounts payable and accruals. This
  reallocation has been excluded from the statements of cash flows.

These transactions were excluded from
  the Statements of Cash Flows.

F-18

---

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

None.

ITEM 9A(T). 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, our
sole chief executive officer and principal financial officer concluded that as
of November 30, 2009, 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, 2009 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, 2009 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 United States generally
accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure
controls and procedures will not be effective until the material weaknesses are
remediated.

- 28 -

---

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 weaknesses identified above. To remediate such weaknesses, we plan
to implement the following changes during our fiscal year ending November 30,
2010, 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 the Companys internal control over
financial reporting during the quarter ended November 30, 2009 that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

- 29 -

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at February 9, 2010, 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 AppointedRahim Rayani
    President, Chief Executive Officer, Chief
      Financial Officer, Secretary and Director
    35
    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 5 years Rahim Rayani has
been President and Chief Executive Officer 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 and Chief
Executive Officer of R Capital Management Ltd. a Vancouver, British Columbia
based company, where he is a Management/Financial and Technology consultant for
public and private companies with special focus on the oil and 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);                                                     

- 30 -

---

| | 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.             

Audit Committee

The Companys audit committee is composed of its sole director
and officer, Rahim Rayani.

Audit Committee Financial Expert

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 audit
committee members are collectively 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.

Nomination Procedures For Appointment of Directors

As of February 25, 2010, we did not effect any material changes
to the procedures by which our stockholders may recommend nominees to our board
of directors.

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 was attached as an exhibit to
this annual report filed on Form 10-K. 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, 2009, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

| | (a) | our principal executive officer;
| | --- | --------------------------------

- 31 -

---

| | (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, 2009, 2008 and 2007, are set
out in the following summary compensation table:

SUMMARY COMPENSATION
      TABLEName and Principal
      Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards ($)(4)
    Non- Equity Incentive
      Plan Compensa-tion ($)
    Change in Pension Value and
      Nonqualified Deferred
      **Compensation**Earnings ($)
    All Other
      **Compensa** -tion ($)
    Total ($)Rahim Rayani(1)President, Chief
      Executive Officer and Chief Financial Officer, Secretary
      and Director
    2009 2008 2007
    189,000 157,000 Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    189,000 157,000 NilJames Bunney(2)(formerly President,
      Chief Executive Officer, Chief Financial Officer and
      Director)
    2009 2008 2007
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil
    N/A Nil Nil


|(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, 2009, 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,
2009 and Year End Option Values

There were no stock options exercised during the year ended
November 30, 2009.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended November 30, 2009.

- 32 -

---

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.

Employment Contracts

We have not entered into any employment agreement or consulting   agreement with our directors and executive officers.  We paid Rahim Rayani our sole executive officer and   director $189,000 during the year ended November 30, 2009 for certain management   consulting services provided by him to the Company.   We do not have a formal   employment or consulting agreement with Mr. Rayani.

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

As of March 1, 2010, there were 47,344,000 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
    20.3%Common Stock
    Directors and Officers as a
      group
    9,600,000
    20.3%5% Shareholders:Common Stock
    James D. Bunney 203  3808
      35th Ave Vernon, BC V1T 2T9
    4,400,000
    9.3%Common Stock
    Rahim Rayani 304  530 12th Avenue SW
      Calgary, AB T2R 0E4
    9,600,000
    20.3%


|(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 47,344,000 shares of
      common stock issued and outstanding as of March 1,
  2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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, 2009, 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, except for the management fees paid to
our director in the amount of $189,000 for the year ended November 30, 2009 and
$157,000 for the year ended November 30, 2008:

- 33 -

---

| | (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.

Audit Committee

The Companys audit committee is composed of its sole director
and officer, Rahim Rayani.

Audit Committee Financial Expert

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.

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.

- 34 -

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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, 2009 and November 30, 2008 for professional
services rendered by BDO Canada 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, 2009
    Year Ended
      November 30, 2008Audit Fees and
      Audit Related Fees
    $70,935
    $38,515Tax Fees
    -
    -All Other Fees
    -
    -Total
    $70,935
    $38,515


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 Canada LLP and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining BDO Canada LLP
independent.

- 35 -

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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 (incorporated by reference from our
      Annual Report on Form 10-K filed on March 17, 2009)                                         
|        |                                                                                                                                                                                                                                  
|10.9    | Lease Agreement between Force Energy Corp. and TEG Inc.
      dated September 11, 2008 (incorporated by reference from our Annual Report
      on Form 10-K filed on March 17, 2009)                                             
|        |                                                                                                                                                                                                                                  
|10.10   | Assignment Agreement between Force Energy Corp. and G2
      Petroleum, LLC dated effective June 20, 2009 (incorporated by reference
      from our Quarterly Report on Form 10-Q filed on July 15, 2009)                        
|        |                                                                                                                                                                                                                                  
|10.11   | Assignment Agreement between Force Energy Corp. and G2
      Petroleum, LLC dated effective September 16, 2009 (incorporated by
      reference from our Current Report on Form 8-K filed on September 24, 2009)                 
|        |                                                                                                                                                                                                                                  
|10.12   | Addendum to Participation Agreement between Force Energy
      Corp. and County Line Energy Corp. dated October 16, 2009 (incorporated by
      reference from our Quarterly Report on Form 10-Q filed on October 23,
      2009)
|        |                                                                                                                                                                                                                                  
|10.13   | Share Issuance Agreement between Force Energy Corp. and
      Villa Atmu S.A. dated November 16, 2009 (incorporated by reference from
      our Current Report on Form 8-K filed on November 24, 2009)                           
|        |                                                                                                                                                                                                                                  
|10.14*  | Form of Subscription Agreement dated October 30, 2009                                                                                                                                                                            

- 36 -

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|Exhibit | Description                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                   
|        |                                                                                                                                                   
|10.15*  | Amendment No. 1 to Addendum to
      Participation Agreement between County Line Energy Corp. and Force Energy
      Corp. dated February 1, 2010.
|        |                                                                                                                                                   
|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 Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.       
|        |                                                                                                                                                   
|99.1*   | Code
      of Ethics                                                                                                                              

* Filed herewith.

- 37 -

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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 10, 2010

- 38 -

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