---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended August 31, 2008

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

For the transition period from __________ to __________

Commission file number 000-52494

FORCE ENERGY CORP.(Exact
name of small business issuer as specified in its charter)

|Nevada                                                               | 98-0462664                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

708 11th Ave SW Suite 219 Calgary, AB T2R
0E4(Address of principal executive offices)

403-718-9842(Issuer's telephone number)

601  8623 Granville Street, Vancouver, British Columbia
V6P 5A2(Former name, former address and former fiscal year, if
changed since last report)

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 45,994,000
common shares issued and outstanding as of October 2, 2008

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

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- 2 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

In the opinion of management the interim financial statements
for the quarter ended August 31, 2008 include all adjustments necessary in order
to ensure that the interim financial statements are not misleading.

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FORCE ENERGY CORP.

(formerly Nuance Resources Corp.)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2008

(Stated in US Dollars)

(Unaudited)

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|FORCE ENERGY CORP.                   
|-------------------------------------
|                                     
|(formerly Nuance Resources Corp.)    
|                                     
|(A Development Stage Company)        
|INTERIM CONSOLIDATED BALANCE SHEETS  
|August 31, 2008 and November 30, 2007
|(Stated in US Dollars)               
|(Unaudited)                          

|                                                              |   | August 31, |   |   | November 30, |  
|------------------------------------------------------------- | - | ---------- | - | - | ------------ | -
|ASSETS                                                        |   | 2008       |   |   | 2007         |  
|Current                                                       |   |            |   |   |              |  
|Cash                                                          | $ | 571,748    |   | $ | 37,184       |  
|Oil and gas properties                                        |   |            |   |   |              |  
|Unproved properties  Note 4                                  |   | 145,702    |   |   | 95,702       |  
|                                                              | $ | 717,450    |   | $ | 132,886      |  
|                                                              |   |            |   |   |              |  
|LIABILITIES                                                   |   |            |   |   |              |  
|Current                                                       |   |            |   |   |              |  
|Accounts payable and
      accrued liabilities  Note 5       | $ | 70,881     |   | $ | 2,375        |  
|Due to related party  Note 5                                 |   | -          |   |   | 5,018        |  
|                                                              |   | 70,881     |   |   | 7,393        |  
|                                                              |   |            |   |   |              |  
|STOCKHOLDERS EQUITY                                          |   |            |   |   |              |  
|Preferred stock, $0.001 par value                             |   |            |   |   |              |  
|10,000,000 shares authorized, none outstanding                |   |            |   |   |              |  
|Common stock, $0.001 par value  Note 6                       |   |            |   |   |              |  
|270,000,000 shares authorized                                 |   |            |   |   |              |  
|45,994,000 shares
      issued (November 30, 2007: 44,694,000 |   |            |   |   |              |  
|shares issued)                                                |   | 45,994     |   |   | 44,694       |  
|Additional paid in capital                                    |   | 1,323,302  |   |   | 169,602      |  
|Deficit accumulated during the development
      stage        |   | (722,727   | ) |   | (88,803      | )
|                                                              |   | 646,569    |   |   | 125,493      |  
|                                                              | $ | 717,450    |   | $ | 132,886      |  

SEE ACOMPANYING NOTES
  F-1

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|FORCE ENERGY CORP.               
|---------------------------------
|                                 
|(formerly Nuance Resources Corp.)
|                                 
|(A Development Stage Company)    

|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                                    
|---------------------------------------------------------------------------------
|for the three and nine month periods ended August 31,
      2008 and 2007 and    
|for the period from November 1, 2006 (Date of Inception)
      to August 31, 2008
|(Stated in US Dollars)                                                           
|(Unaudited)                                                                      

|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   | November 1,   |  
|---------------------------------- | - | ----------------- | - | - | ------------------ | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   | 2006 (Date of |  
|                                   |   | Nine months ended |   |   | Three months ended |   |   | Inception) to |  
|                                   |   | August 31,        |   |   | August 31,         |   |   | August 31,    |  
|                                   |   | 2008              |   |   | 2007               |   |   | 2008          |   |   | 2007       |   |   | 2008          |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   | (cumulative)  |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Expenses                           |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Accounting and audit fees          | $ | 38,427            |   | $ | 24,575             |   | $ | 12,934        |   | $ | 8,146      |   | $ | 75,188        |  
|Bank charges                       |   | 286               |   |   | 429                |   |   | 57            |   |   | 121        |   |   | 807           |  
|Consulting fees  Note 6           |   | 405,000           |   |   | -                  |   |   | -             |   |   | -          |   |   | 405,000       |  
|Investor relations                 |   | 21,000            |   |   | -                  |   |   | 21,000        |   |   | -          |   |   | 21,000        |  
|Legal fees                         |   | 36,999            |   |   | 42,298             |   |   | 9,550         |   |   | 9,761      |   |   | 90,009        |  
|Management fees  Note
      5     |   | 110,250           |   |   | -                  |   |   | 47,250        |   |   | -          |   |   | 110,250       |  
|Office expenses                    |   | 425               |   |   | 362                |   |   | -             |   |   | -          |   |   | 787           |  
|Rent  Note 5                      |   | 6,000             |   |   | -                  |   |   | 3,000         |   |   | -          |   |   | 6,000         |  
|Transfer and filing fees           |   | 14,040            |   |   | 14,310             |   |   | 7,535         |   |   | 349        |   |   | 29,683        |  
|Travel                             |   | 1,497             |   |   | 838                |   |   | 1,497         |   |   | -          |   |   | 2,335         |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Loss before other items            |   | (633,924          | ) |   | (85,812            | ) |   | (102,823      | ) |   | (18,377    | ) |   | (741,059      | )
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Other items:                       |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Debt forgiveness                   |   | -                 |   |   | 610                |   |   | -             |   |   | 610        |   |   | 610           |  
|Foreign exchange gain
      (loss) |   | -                 |   |   | (99                | ) |   | -             |   |   | (99        | ) |   | 17,722        |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|                                   |   | -                 |   |   | -                  |   |   | -             |   |   | -          |   |   | 18,332        |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Net loss for the period            | $ | (633,924          | ) | $ | (85,301            | ) | $ | (102,823      | ) | $ | (17,866    | ) | $ | (722,727      | )
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Basic loss per share               | $ | (0.01             | ) | $ | (0.00              | ) | $ | (0.00         | ) | $ | (0.00      | ) |   |               |  
|                                   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Weighted average number of         |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|shares outstanding                 |   | 45,140,849        |   |   | 42,223,540         |   |   | 45,994,000    |   |   | 44,594,000 |   |   |               |  

SEE ACOMPANYING NOTES
  F-2

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|FORCE ENERGY CORP.                                                               
|---------------------------------------------------------------------------------
|                                                                                 
|(formerly Nuance Resources Corp.)                                                
|(A Development Stage Company)                                                    
|INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                                    
|for the three and nine month periods ended August 31,
      2008 and 2007 and    
|for the period from November 1, 2006 (Date of Inception)
      to August 31, 2008
|(Stated in US Dollars)                                                           
|(Unaudited)                                                                      

|                                                             |   |                   |   |   |               |   |   | November 1,   |  
|------------------------------------------------------------ | - | ----------------- | - | - | ------------- | - | - | ------------- | -
|                                                             |   |                   |   |   |               |   |   | 2006 (Date of |  
|                                                             |   | Nine months ended |   |   | Inception) to |  
|                                                             |   | August 31,        |   |   | August 31,    |  
|                                                             |   | 2008              |   |   | 2007          |   |   | 2008          |  
|                                                             |   |                   |   |   |               |   |   | (cumulative)  |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Cash Flows provided by (used in) Operating
      Activities  |   |                   |   |   |               |   |   |               |  
|Net loss for the period                                      | $ | (633,924          | ) | $ | (85,301       | ) | $ | (722,727      | )
|Adjustments to
      reconcile net loss to net cash provided |   |                   |   |   |               |   |   |               |  
|by (used in) operating activities:                           |   |                   |   |   |               |   |   |               |  
|Debt forgiveness                                             |   | -                 |   |   | (610          | ) |   | (610          | )
|Consulting fees
      paid in stock                          |   | 405,000           |   |   | -             |   |   | 405,000       |  
|Changes in non-cash
      working capital items related to   |   |                   |   |   |               |   |   |               |  
|operations:                                                  |   |                   |   |   |               |   |   |               |  
|Prepaid expenses                                             |   | -                 |   |   | 5,500         |   |   | -             |  
|Accounts payable
      and accrued liabilities               |   | 63,488            |   |   | (43,087       | ) |   | 31,729        |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Net cash used in operating activities                        |   | (165,436          | ) |   | (123,498      | ) |   | (286,608      | )
|                                                             |   |                   |   |   |               |   |   |               |  
|Cash Flows used in Investing Activities                      |   |                   |   |   |               |   |   |               |  
|Acquisition of oil and
      gas properties                  |   | (50,000           | ) |   | (82,650       | ) |   | (132,650      | )
|Cash acquired on reverse acquisition                         |   | -                 |   |   | 37,058        |   |   | 37,058        |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Net cash used in investing activities                        |   | (50,000           | ) |   | (45,592       | ) |   | (95,592       | )
|                                                             |   |                   |   |   |               |   |   |               |  
|Cash Flows provided by Financing Activity                    |   |                   |   |   |               |   |   |               |  
|Capital stock issued                                         |   | 750,000           |   |   | 60,000        |   |   | 967,000       |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Net cash provided by financing activity                      |   | 750,000           |   |   | 60,000        |   |   | 967,000       |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Effect of foreign currency translation                       |   | -                 |   |   | 51            |   |   | (13,052       | )
|                                                             |   |                   |   |   |               |   |   |               |  
|Increase (decrease) in cash during the
      period          |   | 534,564           |   |   | (109,039      | ) |   | 571,748       |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Cash, beginning of the period                                |   | 37,184            |   |   | 116,724       |   |   | -             |  
|                                                             |   |                   |   |   |               |   |   |               |  
|Cash, end of the period                                      | $ | 571,748           |   | $ | 7,685         |   | $ | 571,748       |  

Non-cash Transaction  Note 7

SEE ACOMPANYING NOTES
  F-3

---

|FORCE ENERGY CORP.                                                               
|---------------------------------------------------------------------------------
|                                                                                 
|(formerly Nuance Resources Corp.)                                                
|(A Development Stage Company)                                                    
|INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                           
|for the period from November 1, 2006 (Date of Inception)
      to August 31, 2008
|(Stated in US Dollars)                                                           
|(Unaudited)                                                                      

|                                                   |  |             |  |  |               |  |   |           |  |   |             |   |   | 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 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 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 6 |  |  at $1.35  |  |  | 300,000       |  |   | 300       |  |   | 404,700     |   |   | -           |   |   | 405,000  |  
|Net loss for the period                            |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (633,924    | ) |   | (633,924 | )
|                                                   |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance August 31, 2008                            |  |             |  |  | 45,994,000    |  | $ | 45,994    |  | $ | 1,323,302   |   | $ | (722,727    | ) | $ | 646,569  |  

SEE ACOMPANYING NOTES
F- 4

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|FORCE ENERGY CORP.                                    
|------------------------------------------------------
|                                                      
|(formerly Nuance Resources Corp.)                     
|(A Development Stage Company)                         
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|August 31, 2008                                       
|(Stated in US Dollars)                                
|(Unaudited)                                           

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | While the information presented in the accompanying nine
      months to August 31, 2008 interim financial statements is unaudited, it
      includes all adjustments which are, in the opinion of management,
      necessary to present fairly the financial position, results of operations
      and cash flows for the interim period presented in accordance with the
      accounting principles generally accepted in the United States of America.
      In the opinion of management, all adjustments considered necessary for a
      fair presentation of the results of operations and financial position have
      been included and all such adjustments are of a normal recurring nature.
      It is suggested that these financial statements be read in conjunction
      with the Companys November 30, 2007 financial statements.                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Operating results for the nine months ended August 31,
      2008 are not necessarily indicative of the results that can be expected
      for the year ending November 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 2 | 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 oil and gas
      properties. The Companys year-end is November 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | 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 twelve months.
      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 August 31, 2008, the Company had not yet achieved profitable
      operations, had accumulated losses of $722,727 since its inception, had
      working capital of $500,867 which may not be sufficient to sustain
      operations over the next twelve months 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.

F- 5

---

|Note 2 | Nature of Operations and Ability to Continue
      as a Going Concern (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Companys ability to continue as a going concern is
      dependent upon its ability to generate future profitable operations and/or
      to obtain the necessary financing to meet its obligations and repay its
      liabilities arising from normal business operations when they come due.
      Management has no formal plan in place to address this concern but
      considers that the Company will be able to obtain additional funds by
      equity financing and/or related party advances; however there is no
      assurance of additional funding being available.                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 3 | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In May 2008, the Financial Accounting Standards Board
      (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
      162, The Hierarchy of Generally Accepted Accounting Principles SFAS No.
      162 is intended to improve financial reporting by identifying a consistent
      framework, or hierarchy, for selecting accounting principles to be used in
      preparing financial statements that are presented in conformity with U.S.
      generally accepted accounting principles for nongovernmental entities.
      SFAS No. 162 is effective 60 days following the SEC's approval of the
      Public Company Accounting Oversight Board Auditing amendments to AU
      Section 411, The Meaning ofPresent Fairly in Conformity with
      Generally Accepted Accounting Principles. The Company does not expect
      there to be any significant impact of adopting SFAS 162 on its financial
      position, cash flows and results of operations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In March 2008, the FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of SFAS
      Statement No. 133, which requires additional disclosures about the
      objectives of the derivative instruments and hedging activities, the
      method of accounting for such instruments under SFAS No. 133 and its
      related interpretations, and a tabular disclosure of the effects of such
      instruments and related hedged items on financial position, financial
      performance and cash flows. SFAS No. 161 is effective for fiscal years and
      interim periods beginning after November 15, 2008. The adoption of SFAS
      161 should have no effect on the financial position and results of
      operations of the Company.                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | In January 2008, Staff Accounting Bulletin (SAB) 110,
      Share-Based Payment was issued. Registrants may continue, under certain
      circumstances, to use the simplified method in developing estimates of the
      expected term of share options as initially allowed by SAB 107,
      Share-Based Payment. The adoption of SAB 110 should have no effect on
      the financial position and results of operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-6

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|Note 3 | New Accounting Standards -(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | In December 2007, the FASB issued SFAS No. 141 (Revised)
      Business Combinations. SFAS 141 (Revised) establishes principles and
      requirements for how the acquirer of a business recognizes and measures in
      its financial statements the identifiable assets acquired, the liabilities
      assumed, and any non-controlling interest in the acquire.                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The statement also provides guidance for recognizing and
      measuring the goodwill acquired in the business combination and determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business combination.
      The guidance will become effective for the first fiscal year beginning
      after December 15, 2008. The management is in the process of evaluating
      the impact SFAS 141 (Revised) will have on the Companys financial
      statements upon adoption. 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | In December 2007, the FASB issued SFAS No. 160
      Non-controlling Interests in Consolidated Financial Statements-an
      amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
      standards for the non-controlling interest in a subsidiary and for the
      deconsolidation of a subsidiary. The guidance will become effective for
      the first fiscal year beginning after December 15, 2008. The management is
      in the process of evaluating the impact SFAS 160 will have on the
      Companys financial statements upon adoption.

|Note 4 | Oil and Gas Properties
|------ | ----------------------

| |                                         |   | August 31, 2008   | 
| | --------------------------------------- | - | ----------------- | 
| |                                         |   | United            | 
| |                                         |   | States            | 
| |                                         |   |                   | 
| | Unproved properties - acquisition costs | $ | 50,000            | 
| |                                         |   |                   | 
| |                                         |   | November 30, 2007 | 
| |                                         |   | United            | 
| |                                         |   | States            | 
| |                                         |   |                   | 
| | Unproved properties - acquisition costs | $ | -                 | 

F-7

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|Note 4 | Oil and Gas Properties (contd)
|------ | --------------------------------

a)      3D
Seismic Data, 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 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.

As a result of the Participation
Agreement, NEL will assume 20% of all revenues, costs and expenses associated
with the project.

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.

As consideration, the Company issued a
$50,000 Promissory Note due without interest due on or before April 30, 2008
(settled April 16, 2008), and will pay $300,000 within 90 days of the execution
of an acquisition agreement, at which time the Company will 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 will 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. 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 must be exercised on or
before December 15, 2008. As at August 31, 2008 these common shares were
unissued.

F-8

---

|Note 4 | Oil and Gas Properties (contd)
|------ | --------------------------------

c)    
 Dripping Rock Prospect, Sweetwater County Wyoming

On April 17, 2008 the Company executed
a letter of intent to farmin whereby the Company agreed to participate as the
Farmee in the Dripping Rock Prospect located in Sweetwater County, Wyoming.

Pursuant to the letter of intent to
farmin, the Company shall pay the farmor $363,000 and $2,000,000 for the
Companys initial share of the lease costs and the dry hole costs, respectively,
by July 15, 2008 for a 75% working interest and 60% net revenue interest in the
first well. Upon completion, through tanks, on the earning well, the Company
shall earn an assignment on the entire lease and all working interest parties
shall pay their pro-rata share of any additional wells drilled on the lease.

The total authority for expenditure
(AFE) for the earning well is estimated at $3,635,000 and all adjustments to
the AFE shall be credited to the Company.

As at August 31, 2008, the letter of
intent is not in good standing. The parties are currently negotiating terms for
this project.

|Note 5 | Related Party Transactions
|------ | --------------------------

The amount due to related party was due to the Companys former
director and is unsecured, non-interest bearing and has no specific terms for
repayment.

At August 31, 2008, accounts payable includes $33,250 (November
30, 2007: $NIL) owing to companies controlled by the Companys director for
unpaid management fees.

During the nine month period ended August 31, 2008, the Company
accrued $110,250 (nine months ended August 31, 2007: $Nil) for management fees
and $6,000 (nine months ended August 31, 2007: $Nil) for rent charged by
companies controlled by the Companys director.

F-9

---

|Note 6 | Commitments
|------ | -----------

On April 16, 2008, the Company entered into three agreements
for consultancy services, all of which expire on April 16, 2009, or after 10
days written notice given by either party if earlier. Pursuant to the
agreements, the consultants received 100,000 common shares each as an inducement
for entering into the agreements. These were recorded at their fair value of
$1.35 per share, totalling $405,000. Prospect evaluation services will be
charged by each consultant at $800 per day plus a 1% overriding royalty interest
in the project being evaluated. In addition, each consultant will receive
$35,000 and a 3% overriding royalty interest in any prospective projects
generated by the consultant. In addition, one of the consultants will be
entitled to receive a contractual hourly rate of $300 per hour or $2,000 per
day, whichever is less for legal services.

|Note 7 | Non-cash Transaction
|------ | --------------------

Investing and financing activities that do not have a direct
impact on cash flows are excluded from the statements of cash flows. During the
nine months ended August 31, 2008, due to related party of $5,018 was
reclassified to accounts payable.

|Note 8 | Subsequent Event
|------ | ----------------

On September 1, 2008, the Company entered into a
Management/Operations Agreement for a initial term of six months expiring March
1, 2009 for the provision of manager and operator services for the Companys
Diamond Springs Project. As compensation for manager/operator services, the
Company will pay $10,000 upon signing the agreement and $5,000 per month over
the term of the agreement. The contract will be automatically renewed for
periods of one year unless 30 days notice of termination is given prior to the
end of any calendar year during the term.

F-10

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- 3 -

Item 2. Management's Discussion and Analysis or Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This quarterly 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 quarterly report and in
our unaudited interim 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
unaudited interim financial statements and the related notes that appear
elsewhere in this quarterly report.

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

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 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 contains 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., our newly formed wholly-owned Nevada subsidiary. 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..

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..

---

- 4 -

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.

Recent Corporate Developments

Since the completion of our quarter ended May 31, 2008 we have
experienced the following significant corporate developments:

| | 1. | On September 1, 2008, we entered into a
      Management/Operations Agreement with North Coast Resource Development, LLC
      (North Coast) for a initial term of six months expiring March 1, 2009.
      Pursuant to the terms of the agreement, North Coast agreed to act as
      manager and operator for the Companys Diamond Springs Project. As
      compensation for manager/operator services, the Company agreed to pay
      $10,000 upon signing the agreement and $5,000 per month over the term of
      the agreement. The contract is automatically renewable for periods of one
      year unless 30 days notice of termination is given prior to the end of any
      calendar year during the term.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 2. | On September 27, 2008 we entered into a Contract
      Operations Agreement with Continental Production Company, LLC
      (Continental) pursuant to which Continental agreed to act as field
      operator for the Companys Diamond Springs Project in consideration of
      which we agreed to pay Continental a fee of $2,500 per month. The
      agreement is for a term of one month commencing June 1, 2008 and
      continuing on a month to month basis unless otherwise terminated by either
      of the parties on 30 days notice.                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3. | In September, 2008 we commenced a geothermal study of the
      Diamond Springs Prospect which we expect will be completed during our next
      fiscal quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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 will assume 20% of all revenues, costs and expenses
associated with the project.

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- 5 -

Purchase of Interest in Diamond Spring
Prospect

On March 11, 2008, we entered into a letter agreement with G2
Petroleum, LLC, a Delaware corporation, whereby we: (i) agreed to purchasing 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.

Pursuant to the letter agreement, the parties further agreed as
follows:

| | (a) | to enter into a definitive acquisition agreement, on
      terms and conditions which are normal practice for such oil and gas
      working interest acquisitions in the State of Wyoming;                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                   
| | (b) | upon acceptance by G2 Petroleum of the letter agreement,
      we pay G2 Petroleum $50,000 by way of promissory note due without interest
      on or before April 30, 2008 (which amounts have been advanced).                                   
| |     |                                                                                                                                                                                                                                                   
| | (c) | within 90 days of execution of the definitive acquisition
      agreement, we agreed to pay G2 Petroleum $300,000, and after having made
      such payment, we shall earn a 75% net revenue interest in the initial
      well;                  
| |     |                                                                                                                                                                                                                                                   
| | (d) | we are responsible for 100% of the costs of the drilling
      and testing of the initial well on G2 Petroleums Diamond Springs
      Prospect;                                                                                                  
| |     |                                                                                                                                                                                                                                                   
| | (e) | upon drilling of the initial well, we will grant 250,000
      shares of our common stock to G2 Petroleum as payment in full for a 5%
      working interest in all subsequent wells drilled on G2 Petroleums Diamond
      Springs Prospect; and
| |     |                                                                                                                                                                                                                                                   
| | (f) | G2 Petroleum granted us the option to purchase up to an
      additional 20% working interest in all subsequent wells drilled on G2
      Petroleums Diamond Springs Prospect at a price of $100,000 per 1% of
      working interest.           

In connection with the letter agreement described above, on
March 14, 2008, we agreed to pay G2 Petroleum, by way of promissory note,
$50,000 on or before April 30, 2008, without interest (which amounts have been
advanced).

Purchase of Interest in Dripping Rock
Prospect

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

Plan of Operation

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

We are engaged in the business of identifying, evaluating, and
qualifying potential natural gas and oil wells; investing in interests in those
wells; and attempting to produce commercially marketable quantities of oil and
natural gas from those wells. We are currently not an operator on any natural
gas or oil wells. We intend to increase our staff and expand our

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- 6 -

operations into these areas of activity should we establish
sufficient cash flows in the next 12 months to support these activities.

County Line Energy Corp. is the operator of the Hayter well. We
have been informed by County Line that it intends to complete the Hayter well in
the late fall of 2008. As of the date of this quarterly report, the Hayter well
has been cased and cemented in anticipation of the completion 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 will
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.

North Coast Resource Development and Continental Production
Company is exp be the manager and operator of the Diamond Springs Prospect. As
soon as the geothermal work is complete, drill target will be defined and drill
program will be initiated.

We did not earn any revenues during the three month period
ending August 31, 2008. We do not anticipate earning revenues until identifiable
reserves are discovered and exploited from the Hayter well, from the Diamond
Springs Prospect and/or the Dripping Rock Prospect.

Three Month Period Ended August 31, 2008

We incurred operating expenses in the amount of $102,823 for
the three month period ended August 31, 2008 compared to $17,866 for the three
month period ended August 31, 2007. The increase in operating expenses for the
three month period ended August 31, 2008 as compared with the comparative
quarter in 2007 was primarily due to an increase in management fees of $47,250
associated with the negotiation of prospective oil and gas projects. The
operating expenses for the three month period ended August 31, 2007 consisted
mainly of management fees of $47,250, legal fees in the amount of $9,550,
accounting and audit fees in the amount of $12,934 and transfer and filing fees
in the amount of $7,535.

Nine Month Period Ended August 31, 2008

We incurred operating expenses in the amount of $633,924 for
the nine month period ended August 31, 2008 as compared to $85,812 for the nine
month period ended August 31, 2007. The increase in operating expenses for the
nine month period ended August 31, 2008 was primarily due to the increase in
consulting expenses of $405,000 associated with the engagement of the Companys
advisory board and negotiation of prospective oil and gas projects. The
operating expenses for the nine month period ended August 31, 2007 consisted
mainly of consulting fees in the amount of $405,000, management fees in the
amount of $110,250, legal fees in the amount of $36,999, accounting and audit
fees in the amount of $38,427and transfer and filing fees in the amount of
$14,040.

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
    $360,000Professional fees
    $60,000General
      administrative expenses
    $60,000Total
    $660,000


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.

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- 7 -

Professional Fees

We expect to incur on-going legal, accounting and audit
expenses to comply with our reporting responsibilities as a public company under
the United States Securities Exchange Act of 1934, as amended. We estimate such
expenses for the next twelve months to be approximately $60,000.

On April 15, 2008 we completed a private placement of 1,000,000
shares of our common stock to Banque SCS Alliance SA (the Subscriber) at a
price of $0.75 per share for gross proceeds of $750,000. The shares were issued
to the Subscriber pursuant to Section 4(2) of the Securities Act of 1933 and/or
Regulation S of the Securities Act of 1933 (Regulation S) on the basis that
the Subscriber represented that they were not a US Person as such term is
defined in Regulation S. The proceeds of the offering are intended to be used
for working capital.

We incurred a net loss of $102,823 for the three month period
ended August 31, 2008 compared to a net loss of $17,866 for the three month
period ended August 31, 2007. As indicated above, we anticipate that our
projected operating expenses for the next twelve months will be $660,000. We had
working capital of $500,867 as of August 31, 2008. We will be required to raise
additional funds through the issuance of equity securities or through debt
financing in order to carry-out our plan of operations for the next twelve month
period. There can be no assurance that we will be successful in raising the
required capital or that actual cash requirements will not exceed our
estimates.

Given that we have not generated any revenues to date, our cash
requirements are subject to numerous contingencies and risk factors beyond our
control, including operation and acquisition risks, competition from well-funded
competitors, and our ability to manage growth. We can offer no assurance that
our company will generate cash flow sufficient to achieve profitable operations
or that our expenses will not exceed our projections. If our expenses exceed
estimates, we will require additional monies during the next twelve months to
execute our business plan.

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, 2007, 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 August 31,
2008 have incurred losses of $722,727 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or shareholder loans.

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

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

These conditions raise substantial doubt about our ability to
continue as a going concern. 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and

---

- 8 -

accompanying disclosures of our company. Although these
estimates are based on management's knowledge of current events and actions that
our company may undertake in the future, actual results may differ from such
estimates.

Development Stage Activities

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

We are subject to several categories of risk associated with
our 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 our 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.

Principles of Consolidation

Our consolidated financial statements include the accounts of
our merged company (as described in Note 4 to the consolidated financial
statements) and our wholly-owned subsidiaries, FRC Exploration Ltd. (a British
Columbia Corporation) and Nuance Exploration Ltd. (a British Columbia
Corporation). All significant inter-company balances and transactions have been
eliminated.

Financial Instruments

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

Foreign Currency Translation

Our functional currency is the Canadian dollar as substantially
all of our operations are in Canada. We use the United States dollar as our
reporting currency for consistency with registrants of the SEC in accordance
with the SFAS No. 52 Foreign Currency Translation.

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

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

Oil and Gas Properties

We follow 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.

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.

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- 9 -

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

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.

Basic Loss Per Share

We report basic loss per share in accordance with SFAS No. 128,
Earnings Per Share. Basic loss per share is computed using the weighted
average number of shares outstanding during the period. Diluted loss per share
has not been provided

Risks and Uncertainties

Much of the information included in this quarterly 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 totalling approximately $102,823
for the three month period ending August 31, 2008. As of August 31, 2008, we had
working capital of $500,867. We do not expect positive cash flow from operations
in the near term. There is no assurance that actual cash requirements will not
exceed our estimates. In particular, additional capital may be required in the
event that:

- drilling and completion costs increase beyond our expectations; or
- we encounter greater costs associated with general and administrative
  expenses or offering costs.

The occurrence of any of the aforementioned events could
adversely affect our ability to meet our business plans.

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.

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- 10 -

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 August 31, 2008, we have incurred
aggregate losses of approximately $722,727. Our net loss for the three month
period ended August 31, 2008 was $102,823 and was $633,924 for the nine month
period ended August 31, 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.

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

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- 11 -

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.

A recession or a slowing of the economy could have a material
adverse effect on our financial results and proposed plan of operations. A
recession may lead to 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
and pricing of oil and gas. Reduced demand and pricing pressures will adversely
affect our financial condition and results of operations. We are not able to
predict the timing, extent and duration of the economic cycles in the markets in
which we operate.

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

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

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

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

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

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

The acquisition of interests in mineral properties involves
certain risks. Title to mineral claims and the borders of such claims may be
disputed. The concessions may be subject to prior unregistered agreements or
transfers and title may be

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- 12 -

affected by undetected defects. If it is determined that any of
our company's concessions are based upon a claim with an invalid title, a
disputed border, or subject to a prior right, the balance sheet of our company
will be adversely affected and we may not be able to recover damages without
incurring expensive litigation costs.

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

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

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

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

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

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

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

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

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

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- 13 -

insurance. Should such liabilities arise, they could reduce or
eliminate any future profitability and result in an increase in costs and a
decline in value of the securities of our company.

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

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

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

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- 14 -

compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.

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

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

Item 3A(T). Controls and Procedures.

As of August 31, 2008, our company carried out an evaluation,
under the supervision and with the participation of our company's management,
including our company's principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our companys
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities and
Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, our
companys principal executive officer and principal financial officer concluded
that as of August 31, 2008, our companys disclosure controls and procedures
were not effective. Our company does not have an adequate number of independent
board members nor an independent audit committee. In addition, the lack of
employees results in our companys inability to have a sufficient segregation of
duties within its accounting and financial activities. These absences constitute
material weaknesses in our company's corporate governance structure and internal
controls.

There were no changes in our internal control over financial
reporting during the three months ended August 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing 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 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information

None.

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Item 6. Exhibits.

| | 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 (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 Intend
        to Farmout 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).                                    
| |         |                                                                                                                                                                                                                                                       
| | 31.1*   | Certification
        of the Principal Executive Officer and Principal Financial Officer pursuant
        to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934as
        adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |         |                                                                                                                                                                                                                                                       
| | 32.1*   | Certification
        of the Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                     

* Filed herewith.

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- 17 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant 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 and Chief Financial Officer | 
|    | (Principal Executive Officer and
      Principal                     | 
|    | Financial Officer)                                                   | 
|    | Date: October 20, 2008                                               | 

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