---

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 February 29,
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                                                               | Not Applicable                   
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

601  8623 Granville Street, Vancouver, British Columbia
V6P 5A2(Address of principal executive offices)

778.235.6658(Issuer's telephone number)

Not Applicable(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: 44,694,000
common shares issued and outstanding as of April 9, 2008

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

---

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management
that the interim financial statements for the quarter ended February 29, 2008
include all adjustments necessary in order to ensure that the interim financial
statements are not misleading.

---

3

FORCE ENERGY CORP.

(formerly Nuance Resources Corp.)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2008

(Stated in US Dollars)

(Unaudited)

---

|FORCE ENERGY CORP.                     
|---------------------------------------
|(formerly Nuance Resources Corp.)      
|(A Development Stage Company)          
|INTERIM CONSOLIDATED BALANCE SHEETS    
|February 29, 2008 and November 30, 2007
|(Stated in US Dollars)                 
|(unaudited)                            

|                                                          |   | February 29, |   |   | November 30, |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|ASSETS                                                    |   | 2008         |   |   | 2007         |  
|                                                          |   |              |   |   |              |  
|Current                                                   |   |              |   |   |              |  
|Cash                                                      | $ | 28,088       |   | $ | 37,184       |  
|                                                          |   |              |   |   |              |  
|Oil and gas property                                      |   |              |   |   |              |  
|Unproved Properties 
      Notes 4 and 6                 |   | 95,702       |   |   | 95,702       |  
|                                                          |   |              |   |   |              |  
|                                                          | $ | 123,790      |   | $ | 132,886      |  
|                                                          |   |              |   |   |              |  
|LIABILITIES                                               |   |              |   |   |              |  
|                                                          |   |              |   |   |              |  
|Current                                                   |   |              |   |   |              |  
|Accounts payable and accrued
      liabilities            | $ | 24,803       |   | $ | 2,375        |  
|Due to related party 
      Note 5                       |   | 5,018        |   |   | 5,018        |  
|                                                          |   |              |   |   |              |  
|                                                          |   | 29,821       |   |   | 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                             |   |              |   |   |              |  
|44,694,000 shares issued (November 30, 2007, - 44,694,000 |   |              |   |   |              |  
|shares issued)                                            |   | 44,694       |   |   | 44,694       |  
|Additional paid in capital                                |   | 169,602      |   |   | 169,602      |  
|Deficit accumulated during the development stage          |   | (120,327     | ) |   | (88,803      | )
|                                                          |   |              |   |   |              |  
|                                                          |   | 93,969       |   |   | 125,493      |  
|                                                          |   |              |   |   |              |  
|                                                          | $ | 123,790      |   | $ | 132,886      |  

SEE ACCOMPANYING NOTES

F-1

---

|FORCE ENERGY CORP.                                                                 
|-----------------------------------------------------------------------------------
|(formerly Nuance Resources Corp.)                                                  
|(A Development Stage Company)                                                      
|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                                      
|for the three month periods ended February 29, 2008 and
      February 28, 2007 and
|for the period from November 1, 2006 (Date of Inception)                           
|to February 29, 2008                                                               
|(Stated in US Dollars)                                                             
|(Unaudited)                                                                        

|                                                    |   |              |   |   |              |   |   | November 1,   |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                                    |   | Three Months |   |   | Three Months |   |   | 2006 (Date of |  
|                                                    |   | Ended        |   |   | Ended        |   |   | Inception) to |  
|                                                    |   | February 29, |   |   | February 28, |   |   | February 29,  |  
|                                                    |   | 2008         |   |   | 2007         |   |   | 2008          |  
|                                                    |   |              |   |   |              |   |   | (cumulative)  |  
|                                                    |   |              |   |   |              |   |   |               |  
|Expenses                                            |   |              |   |   |              |   |   |               |  
|Accounting and audit fees                           | $ | 17,745       |   | $ | 7,053        |   | $ | 54,506        |  
|Bank charges                                        |   | 48           |   |   | 225          |   |   | 569           |  
|Legal fees                                          |   | 13,283       |   |   | 17,607       |   |   | 66,293        |  
|Office expenses                                     |   | -            |   |   | 362          |   |   | 362           |  
|Transfer and filing fees                            |   | 448          |   |   | 13,661       |   |   | 16,091        |  
|Travel                                              |   | -            |   |   | 838          |   |   | 838           |  
|                                                    |   |              |   |   |              |   |   |               |  
|Loss before other items                             |   | (31,524      | ) |   | (39,746      | ) |   | (138,659      | )
|                                                    |   |              |   |   |              |   |   |               |  
|Other items:                                        |   |              |   |   |              |   |   |               |  
|Debt forgiveness                                    |   | -            |   |   | -            |   |   | 610           |  
|Foreign exchange gain                               |   | -            |   |   | -            |   |   | 17,722        |  
|                                                    |   |              |   |   |              |   |   |               |  
|                                                    |   | -            |   |   | -            |   |   | 18,332        |  
|                                                    |   |              |   |   |              |   |   |               |  
|Net loss for the period                             | $ | (31,524      | ) | $ | (39,746      | ) | $ | (120,327      | )
|                                                    |   |              |   |   |              |   |   |               |  
|Basic loss per share                                | $ | (0.00        | ) | $ | (0.00        | ) |   |               |  
|                                                    |   |              |   |   |              |   |   |               |  
|Weighted average number of shares
      outstanding |   | 44,694,000   |   |   | 37,473,267   |   |   |               |  

SEE ACCOMPANYING 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 month periods ended February 29, 2008 and
      February 28, 2007 and
|for the period from November 1, 2006 (Date of Inception)                           
|to February 29, 2008                                                               
|(Stated in US Dollars)                                                             
|(Unaudited)                                                                        

|                                                             |   |              |   |   |              |   |   | November 1,   |  
|------------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                                             |   | Three Months |   |   | Three Months |   |   | 2006 (Date of |  
|                                                             |   | Ended        |   |   | Ended        |   |   | Inception) to |  
|                                                             |   | February 29, |   |   | February 28, |   |   | February 29,  |  
|                                                             |   | 2008         |   |   | 2007         |   |   | 2008          |  
|                                                             |   |              |   |   |              |   |   | (cumulative)  |  
|                                                             |   |              |   |   |              |   |   |               |  
|Cash Flows provided by (used in) Operating
      Activities  |   |              |   |   |              |   |   |               |  
|Net loss for the period                                      | $ | (31,524      | ) | $ | (39,746      | ) | $ | (120,327      | )
|Adjustments to
      reconcile net loss to net cash provided |   |              |   |   |              |   |   |               |  
|by (used in)operating activities:                            |   |              |   |   |              |   |   |               |  
|Debt forgiveness                                             |   | -            |   |   | -            |   |   | (610          | )
|Changes in non-cash working capital items                    |   |              |   |   |              |   |   |               |  
|related to operations:                                       |   |              |   |   |              |   |   |               |  
|Prepaid expenses                                             |   | -            |   |   | 5,500        |   |   | -             |  
|Accounts payable and accrued liabilities                     |   | 22,428       |   |   | (18,278      | ) |   | (14,349       | )
|                                                             |   |              |   |   |              |   |   |               |  
|Net cash used in operating activities                        |   | (9,096       | ) |   | (52,524      | ) |   | (135,286      | )
|                                                             |   |              |   |   |              |   |   |               |  
|Cash Flows used in Investing Activity                        |   |              |   |   |              |   |   |               |  
|Acquisition of oil and gas property                          |   | -            |   |   | (82,650      | ) |   | (82,650       | )
|                                                             |   |              |   |   |              |   |   |               |  
|Net cash used in investing activities                        |   | -            |   |   | (82,650      | ) |   | (82,650       | )
|                                                             |   |              |   |   |              |   |   |               |  
|Cash Flows provided by Financing Activities                  |   |              |   |   |              |   |   |               |  
|Capital stock issued                                         |   | -            |   |   | -            |   |   | 217,000       |  
|Cash acquired on reverse acquisition                         |   | -            |   |   | 37,058       |   |   | 37,058        |  
|Due to related party                                         |   | -            |   |   | -            |   |   | 5,018         |  
|                                                             |   |              |   |   |              |   |   |               |  
|Net cash provided by financing activities                    |   | -            |   |   | 37,058       |   |   | 259,076       |  
|                                                             |   |              |   |   |              |   |   |               |  
|Effect of foreign currency translation                       |   | -            |   |   | -            |   |   | (13,052       | )
|                                                             |   |              |   |   |              |   |   |               |  
|Increase (decrease) in cash during the
      period          |   | (9,096       | ) |   | (98,116      | ) |   | 28,088        |  
|                                                             |   |              |   |   |              |   |   |               |  
|Cash, beginning of the period                                |   | 37,184       |   |   | 116,724      |   |   | -             |  
|                                                             |   |              |   |   |              |   |   |               |  
|Cash, end of the period                                      | $ | 28,088       |   | $ | 18,608       |   | $ | 28,088        |  

SEE ACCOMPANYING 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 February 29, 2008
|(Stated in US Dollars)                                                             
|(Unaudited)                                                                        

|                                            |  |             |  |  |               |  |   |           |  |   |             |   |   | Deficit     |   |   |         |  
|------------------------------------------- |  | ----------- |  |  | ------------- |  | - | --------- |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                            |  |             |  |  |               |  |   |           |  |   |             |   |   | Accumulated |   |   |         |  
|                                            |  |             |  |  |               |  |   |           |  |   | Additional  |   |   | During the  |   |   |         |  
|                                            |  |             |  |  | Common Shares |  |   | Paid-in   |  |   | Exploration |   |   |             |  
|                                            |  |             |  |  | 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 |  
|                                            |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |         |  
|Net loss for the period                     |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (31,524     | ) |   | (31,524 | )
|                                            |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |         |  
|Balance February 29, 2008                   |  |             |  |  | 44,694,000    |  | $ | 44,694    |  | $ | 169,602     |   | $ | (120,327    | ) | $ | 93,969  |  

SEE ACCOMPANYING NOTES

F-4

---

|FORCE ENERGY CORP.                                    
|------------------------------------------------------
|(formerly Nuance Resources Corp.)                     
|(A Development Stage Company)                         
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|February 29, 2008                                     
|(Stated in US Dollars)                                
|(Unaudited)                                           

|Note 1 | Interim Reporting
|------ | -----------------

The unaudited financial information
furnished herein reflects all adjustments, which in the opinion of management
are necessary to fairly state the Companys financial position and the results
of its operations for the periods presented. All adjustments are of a normal
recurring nature. This report on Form 10-QSB should be read in conjunction with
the Companys financial statements and notes thereto included in the Companys
audited consolidated financial statements for the fiscal period ended November
30, 2007. The Company assumes that the users of the interim financial
information herein have read or have access to the audited financial statements
for the preceding fiscal period and that the adequacy of additional disclosure
needed for a fair presentation may be determined in that context. Accordingly,
footnote disclosure, which would substantially duplicate the disclosure
contained in the Companys audited consolidated financial statements for the
fiscal period ended November 30, 2007, has been omitted. The results of
operations for the three-month period ended February 29, 2008 are not
necessarily indicative of results for the entire 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 natural
resource 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 February 29, 2008, the
Company has a working capital deficiency of $1,733, had not yet achieved
profitable operations, has accumulated losses of $120,327 since its inception
and expects to incur further losses in the development of its business, all of
which casts substantial doubt about the Companys ability to continue as a going
concern.

F-5

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(formerly Nuance Resources Corp.)                     
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|February 29, 2008                                     
|(Stated in US Dollars)                                
|(Unaudited)  Page 2                                  

|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 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 noncontrolling 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 Noncontrolling Interests in Consolidated Financial Statements-an
amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
standards for the noncontrolling 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 Note 6
|------ | ------------------------------

Unproved Properties

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.

F-6

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(formerly Nuance Resources Corp.)                     
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|February 29, 2008                                     
|(Stated in US Dollars)                                
|(Unaudited)  Page 3                                  

|Note 4 | Oil and Gas Properties Note 6 -
      (contd)
|------ | -----------------------------------------------

Unproved Properties
(contd)

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, currently being constructed in
the Hayter area of the Province of Alberta, Canada 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.

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

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

|Note 6 | Subsequent Events
|------ | -----------------

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. Upon acceptance of this letter
by the vendor, the Company will pay $50,000 by way of a Promissory Note due
without interest on or before April 30, 2008, $300,000 within 90 days of
execution of the definitive 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.

Also 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 and 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.

F-7

---

4

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 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.

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5

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; and attempting to produce
commercially marketable quantities of oil and natural gas from those wells.

The majority of our business will
be derived from projects identified by our principals. These persons,
specifically Rahim Rayani and the other industry professionals Mr. Rayani is
responsible to locate and hire, will be the individuals directly responsible for
locating and qualifying potential projects, negotiating investments and drilling
rights associated with those projects, and overseeing the work required to
extract commercially viable quantities of natural gas and oil from those
projects.

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.

Purchase of an Interest in the Hayter Well

On November 30, 2007, we received
a proposal from County Line to retire the promissory note in exchange for a 20%
working interest participation in the completion of well known as the 10D Hayter
10-8-40-1 W4M Well.

The interest in the Hayter well
started in June 30, 2006 when a company known as Black Creek Resources Ltd.
negotiated a seismic option agreement with Canpar Holdings Ltd. covering certain
lands in Township 40, Range 1 W4M Section 8, near the town of Hayter,
Alberta.

On August 1, 2006, County Line
signed a participation agreement with Black Creek in which County Line acquired
the right to become the operator and drill the Hayter well on the option lands.
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.

County Line has represented to us
that it has met all the necessary conditions to drill the Hayter well and now
owns 80% of the Hayter well, subject to a 22.5% royalty payable to Canpar
Holdings. We have purchased an interest in this Hayter well. The Hayter well has
been drilled, cased, but not completed for production. As such, we entered into
a participation agreement on November 30, 2007 whereby County Line assigned to
us a 20% interest in County Lines revenues earned on the Hayter well in
consideration of the retirement of the outstanding promissory note for $111,144
owed to us. Our net interest in the revenues from the Hayter well will be
approximately 15.5% of production, less general and administrative charges.
Under the agreement, completion expenses will be submitted to us for payment on
the basis of 20% of the authority of expenditure costs to complete the well.

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 shall pay G2 Petroleum $50,000 by way of promissory note due without
      interest on or before April 30,2008;          

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6

| | (c) | within 90 days of execution of the definitive acquisition
      agreement, we shall 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 shall be 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 shall 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.

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

County Line 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.

G2 Petroleum, LLC is the operator
of the Diamond Springs Prospect. G2 intends to drill and complete the initial
Diamond Springs well in July 2008. Further feasibility studies are being
negotiated.

We did not earn any revenues
during the three month period ending February 29, 2008. We do not anticipate
earning revenues until identifiable reserves are discovered and exploited from
the Hayter well and/or from the Diamond Springs Prospect.

We incurred operating expenses in
the amount of $31,524 for the three month period ended February 29, 2008
compared to $39,746 for the three month period ended February 28, 2007. The
operating expenses for the three month period ended February 29, 2008 consisted
mainly of legal fees in the amount of $13,283, accounting and audit fees in the
amount of $17,745 and transfer and filing fees in the amount of $448. The
operating expenses for the three month period ended February 28, 2007 consisted
mainly of legal fees in the amount of $17,607, accounting and audit fees in the
amount of $7,053 and transfer and filing fees in the amount of $13,661.

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

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7

Estimated Funding Required During the
      Next Twelve MonthsExpenses
    AmountManagement fees
    $120,000Exploration
      expenses
    $360,000Professional fees
    $60,000General
      administrative expenses
    $60,000Total
    $600,000


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.

We incurred a net loss of $31,524
for the three month period ended February 29, 2008 compared to a net loss of
$39,746 for the three month period ended February 28, 2007. As indicated above,
we anticipate that our projected operating expenses for the next twelve months
will be $600,000. We had a working capital deficit of $1,733 as of February 29,
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.

There are no assurances that we
will be able to obtain funds required for our continued operation. There can be
no assurance that additional financing will be available to us when needed or,
if available, that it can be obtained on commercially reasonable terms. If we
are not able to obtain additional financing on a timely basis, we will not be
able to meet our other obligations as they become due and we will be forced to
scale down or perhaps even cease the operation of our business.

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 February 29, 2008 have incurred losses of $120,327 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.

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8

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 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 its development stage activities. Natural gas
and oil exploration and production is a speculative business, and involves a
high degree of risk. Among the factors that have a direct bearing on 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 related party which 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.

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9

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.

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 as we have no potential
common shares.

NEW ACCOUNTING PRONOUNCEMENTS

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 noncontrolling 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. Management is in the process of
evaluating the impact SFAS 141 (Revised) will have on our financial statements
upon adoption.

In December 2007, the FASB issued
SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements-an
amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
standards for the noncontrolling 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. Management is in the
process of evaluating the impact SFAS 160 will have on our financial statements
upon adoption.

Employees

Other than our directors and
officers, we have no employees. We anticipate that we will be conducting most of
our business through our management and any consultants which we may engage.

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10

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.

RISK FACTORS

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.

RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations.

To date we have had negative cash
flows from operations and we have been dependent on sales of our equity
securities and debt financing to meet our cash requirements and have incurred
losses totaling approximately $31,524 for the three month period ending February
29, 2008. As of February 29, 2008, we had a working capital deficit of $1,733.
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.

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

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11

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
February 29, 2008, we have incurred aggregate losses of approximately $120,327.
Our net loss for the three month period ended February 29, 2008 was $31,524.
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 its development. We are engaged in the business of exploring and,
if warranted, developing commercial reserves of oil and gas. Our properties are
in the exploration stage only and are without known reserves of oil and gas.
Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate
any revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon locating and developing economic
reserves of oil and gas, which itself is subject to numerous risk factors as set
forth herein. Since we have not generated any revenues, we will have to raise
additional monies through the sale of our equity securities or debt in order to
continue our business operations.

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

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

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12

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 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

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13

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 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.

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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.

RISKS RELATED TO OUR COMMON STOCK

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

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

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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 February 29, 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 February 29, 2008,
our companys disclosure controls and procedures were not effective. We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

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.

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.                                                                                                                                               
| | 3.4*    | Articles
        of Merger filed with the Secretary of State of Nevada on January 4, 2007.                                                                                                                                                            
| | 3.5*    | Articles
        of Merger filed with the Secretary of State of February 12, 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).                                                                                                          
| | 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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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 Director
|(Principal Executive Officer and Principal     
|Financial Officer)                             
|Date: April 16, 2008                           

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