UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-Q



|[X]       | Quarterly
    Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--------- | -------------------------------------------------------------------------------------------
|          |                                                                                            
|          | For
    the quarterly period ended May 31, 2011                                            
|          |                                                                                            
|[
      ] | Transition
    Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|          |                                                                                            
|          | For
    the transition period from __________ to__________                                 
|          |                                                                                            
|          | Commission
    File Number: 000-52494                                                      



Force
Energy Corp.

(Exact
name of registrant as specified in its charter)



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



|1400
    16th Street, Suite 400, Denver, CO 80202
|-------------------------------------------------
|(Address
    of principal executive offices)     



|720-470-1414                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------
|(Registrant’s
    telephone number)                                                                                                         
|                                                                                                                                            
|_______________________________________________________________                                                                             
|(Former
                                                          name, former address and former fiscal year, if changed since last report)

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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



|[
    ] Large accelerated filer Accelerated filer | [
    ] Non-accelerated filer
|------------------------------------------------- | -----------------------------
|[X]
    Smaller reporting company                 |                              



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



State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 52,437,267
common shares as of June 7, 2011.




Table of Contents




|                                       | TABLE
    OF CONTENTS                                                                     | Page
|-------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|PART
        I – FINANCIAL INFORMATION
|Item
    1:                            | Financial
    Statements                                                                  | 3   
|Item
    2:                            | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item
    3:                            | Quantitative
    and Qualitative Disclosures About Market Risk                            | 11  
|Item
    4:                            | Controls
    and Procedures                                                               | 11  
|PART
        II – OTHER INFORMATION   
|Item
    1:                            | Legal
    Proceedings                                                                     | 13  
|Item
    1A:                           | Risk
    Factors                                                                          | 13  
|Item
    2:                            | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 13  
|Item
    3:                            | Defaults
    Upon Senior Securities                                                       | 13  
|Item
    4:                            | Removed
    and Reserved                                                                  | 13  
|Item
    5:                            | Other
    Information                                                                     | 13  
|Item
    6:                            | Exhibits                                                                                  | 13  



2


Table of Contents


PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



|Our
                                                                      financial statements included in this Form 10-Q are as follows:
|-----------------------------------------------------------------------------------------------------------------------------------------
|F-1                                                                                                                                      
|F-2                                                                                                                                      
|F-3                                                                                                                                      
|F-4                                                                                                                                      
|F-5                                                                                                                                      



These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended May 31, 2011 are not necessarily
indicative of the results that can be expected for the full year.



3


Table of Contents




FORCE
ENERGY CORP.

(A
Development Stage Company)

CONSOLIDATED
BALANCE SHEETS

May
31, 2011 and November 30, 2010

(Stated
in US Dollars)

(Unaudited)





|                                                                                     |  |   | May
                                                                                                            31 |   |  |   | November
                                        30 |  
|------------------------------------------------------------------------------------ |  | - | ------------------------------------------------------------------------------------------------------------------ | - |  | - | --------------------------------------------------- | -
|                                                                                     |  |   | 2011                                                                                                               |   |  |   | 2010                                                |  
|ASSETS                                                                              
|Current                                                                              |  |   |                                                                                                                    |   |  |   |                                                     |  
|Cash                                                                                 |  | $ | 93,684                                                                                                             |   |  | $ | —                                                   |  
|Prepaid
    expenses                                                                 |  |   | 5,053                                                                                                              |   |  |   | 238                                                 |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  |   | 98,737                                                                                                             |   |  |   | 238                                                 |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|Oil and gas properties, 
    full cost method of accounting                          |  |   |                                                                                                                    |   |  |   |                                                     |  
|Unproved
    Properties – Note 5                                                     |  |   | 135,427                                                                                                            |   |  |   | 135,427                                             |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  | $ | 234,164                                                                                                            |   |  | $ | 135,665                                             |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|LIABILITIES                                                                         
|Current                                                                              |  |   |                                                                                                                    |   |  |   |                                                     |  
|Bank
    overdraft                                                                   |  | $ | —                                                                                                                  |   |  | $ | 136                                                 |  
|Accounts
    payable and accrued liabilities                                         |  |   | 17,636                                                                                                             |   |  |   | 38,328                                              |  
|Advances
    payable - Note 7                                                        |  |   | 50,000                                                                                                             |   |  |   | —                                                   |  
|Due
    to related parties - Note 8                                                  |  |   | 10,750                                                                                                             |   |  |   | 18,750                                              |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  |   | 78,386                                                                                                             |   |  |   | 57,214                                              |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|Asset retirement
    obligation – Note 9                                             |  |   | 13,790                                                                                                             |   |  |   | 12,282                                              |  
|Convertible
    Note Payable– Note 10                                                |  |   | 100,438                                                                                                            |   |  |   | —                                                   |  
|                                                                                     |  |   | 114,228                                                                                                            |   |  |   | 12,282                                              |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  |   | 192,614                                                                                                            |   |  |   | 69,496                                              |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|STOCKHOLDERS’
    EQUITY                                                            
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|Preferred stock,
    $0.001 par value 10,000,000 shares authorized, none outstanding |  |   |                                                                                                                    |   |  |   |                                                     |  
|Common stock,
    $0.001 par value – Note 11                                         |  |   |                                                                                                                    |   |  |   |                                                     |  
|270,000,000 shares
    authorized                                                    |  |   |                                                                                                                    |   |  |   |                                                     |  
|51,437,267 shares issued (November
    30, 2010, - 51,237,267 shares issued)         |  |   | 51,437                                                                                                             |   |  |   | 51,237                                              |  
|Additional paid
    in capital                                                       |  |   | 2,624,676                                                                                                          |   |  |   | 2,574,876                                           |  
|Deferred stock
    compensation – Note 8                                             |  |   | (38,200                                                                                                            |   |  |   | (170,200                                            | )
|Deficit
    accumulated during the development stage                                 |  |   | (2,596,363                                                                                                         | ) |  |   | (2,389,744                                          | )
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  |   | 41,550                                                                                                             |   |  |   | 66,169                                              |  
|                                                                                     |  |   |                                                                                                                    |   |  |   |                                                     |  
|                                                                                     |  | $ | 234,164                                                                                                            |   |  | $ | 135,665                                             |  



Nature
of Operations and Ability to Continue as a Going Concern – Note 2



See
accompanying notes to the Financial Statements

F-1


Table of Contents


FORCE ENERGY
CORP.

(A
Development Stage Company)

CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

for
the three and six month periods ended May 31, 2011 and May 31, 2010 and

for
the period from November 1, 2006 (Date of Inception)

to
May 31, 2011

(Stated
in US Dollars)

(Unaudited)





|                                               |                  |            |                    |  |               |            |      |  | November 1,  
|---------------------------------------------- | ---------------- | ---------- | ------------------ |  | ------------- | ---------- | ---- |  | -------------
|                                               |                  |            |                    |  |               |            |      |  | 2006 (Date of
|                                               | Six Months Ended |            | Three Months Ended |  | Inception) to
|                                               | May 31,          |            | May 31,            |  | May 31,      
|                                               | 2011             |            | 2010               |  | 2011          |            | 2010 |  | 2011         
|                                               |                  |            |                    |  |               |            |      |  | (cumulative) 
|Expenses                                       |                  |            |                    |  |               |            |      |  |              
|Accounting and audit fees                      | $                | 12,050     |                    |  | $             | 62,977     |      |  | $            
|Accretion expense                              |                  | 970        |                    |  |               | 782        |      |  |              
|Bank charges                                   |                  | 803        |                    |  |               | 327        |      |  |              
|Consulting fees                                |                  | —          |                    |  |               | —          |      |  |              
|Depreciation                                   |                  | —          |                    |  |               | 1,164      |      |  |              
|Exploration costs                              |                  | —          |                    |  |               | —          |      |  |              
|Interest on long term debt                     |                  | 438        |                    |  |               | —          |      |  |              
|Investor relations                             |                  | 5,000      |                    |  |               | —          |      |  |              
|Legal fees                                     |                  | 8,573      |                    |  |               | 14,159     |      |  |              
|Management fees – Note 6                       |                  | 169,000    |                    |  |               | 94,500     |      |  |              
|Office expenses                                |                  | 2,573      |                    |  |               | 5,567      |      |  |              
|Mineral property option costs                  |                  | —          |                    |  |               | —          |      |  |              
|Mineral property exploration
    costs         |                  | 1,575      |                    |  |               | —          |      |  |              
|Rent – Note 6                                  |                  | 778        |                    |  |               | 6,300      |      |  |              
|Transfer and filing fees                       |                  | 4,044      |                    |  |               | 4,474      |      |  |              
|Travel                                         |                  | —          |                    |  |               | 839        |      |  |              
|Write-off of oil and gas costs                 |                  | —          |                    |  |               | —          |      |  |              
|                                               |                  |            |                    |  |               |            |      |  |              
|Loss before other items                        |                  | (205,804   | )                  |  |               | (191,089   | )    |  |              
|                                               |                  |            |                    |  |               |            |      |  |              
|Other items:                                   |                  |            |                    |  |               |            |      |  |              
|Debt forgiveness                               |                  | —          |                    |  |               | —          |      |  |              
|Foreign exchange gain (loss)                   |                  | (815       | )                  |  |               | (1,419     | )    |  |              
|Interest income                                |                  | —          |                    |  |               | —          |      |  |              
|                                               |                  |            |                    |  |               |            |      |  |              
|                                               |                  | (815       | )                  |  |               | (1,419     | )    |  |              
|                                               |                  |            |                    |  |               |            |      |  |              
|Net loss and comprehensive loss for the period | $                | (206,619   | )                  |  | $             | (192,508   | )    |  | $            
|                                               |                  |            |                    |  |               |            |      |  |              
|Basic loss per share                           | $                | (0.00      | )                  |  | $             | (0.00      | )    |  | $            
|                                               |                  |            |                    |  |               |            |      |  |              
|Weighted average number of shares outstanding  |                  | 51,436,168 |                    |  |               | 47,344,000 |      |  |              





See
accompanying notes to the Financial Statements

F-2


Table of Contents


FORCE ENERGY
CORP.

(A
Development Stage Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

for
the three and six month periods ended May 31, 2011 and May 31, 2010 and

for
the period from November 1, 2006 (Date of Inception)

to
May 31, 2011

(Stated
in US Dollars)

(Unaudited)



|                                                                             |  |            |          |            |  | Period from  
|---------------------------------------------------------------------------- |  | ---------- | -------- | ---------- |  | -------------
|                                                                             |  |            |          |            |  | November 1,  
|                                                                             |  | Six Months |          | Six Months |  | 2006 (Date of
|                                                                             |  | Ended      |          | Ended      |  | Inception) to
|                                                                             |  | May 31     |          | May 31     |  | May 31       
|                                                                             |  | 2011       |          | 2010       |  | 2011         
|                                                                             |  |            |          |            |  | (cumulative) 
|Cash Flows provided by (used in) Operating Activities                        |  |            |          |            |  |              
|Net loss for the period                                                      |  | $          | (206,619 | )          |  | $            
|Adjustments to reconcile net loss to net cash  used in operating activities: |  |            |          |            |  |              
|Accrued interest                                                             |  |            | 438      |            |  |              
|Consulting fees paid in stock                                                |  |            | —        |            |  |              
|Share based compensation                                                     |  |            | 132,000  |            |  |              
|Debt forgiveness                                                             |  |            | —        |            |  |              
|Accretion expense                                                            |  |            | 1,508    |            |  |              
|Depreciation                                                                 |  |            | —        |            |  |              
|Write-off of oil and gas costs                                               |  |            | —        |            |  |              
|Changes in non-cash working capital items related to
    operations:         |  |            |          |            |  |              
|Prepaid expenses                                                             |  |            | (4,815   | )          |  |              
|Advance payable                                                              |  |            | 50,000   |            |  |              
|Accounts payable and accrued liabilities                                     |  |            | (20,692  | )          |  |              
|                                                                             |  |            |          |            |  |              
|Net cash used in operating activities                                        |  |            | (48,180  | )          |  |              
|                                                                             |  |            |          |            |  |              
|Cash Flows used in Investing Activities                                      |  |            |          |            |  |              
|Acquisition of property and equipment                                        |  |            | —        |            |  |              
|Acquisition and development costs of oil and gas properties                  |  |            | —        |            |  |              
|                                                                             |  |            |          |            |  |              
|Net cash used in investing activities                                        |  |            | —        |            |  |              
|                                                                             |  |            |          |            |  |              
|Cash Flows provided by Financing Activities                                  |  |            |          |            |  |              
|Capital stock issued                                                         |  |            | 50,000   |            |  |              
|Convertible note payable                                                     |  |            | 100,000  |            |  |              
|Due to related parties                                                       |  |            | (8,000   | )          |  |              
|Cash acquired on reverse acquisition                                         |  |            | —        |            |  |              
|                                                                             |  |            |          |            |  |              
|Net cash provided by financing activities                                    |  |            | 142,000  |            |  |              
|                                                                             |  |            |          |            |  |              
|Effect of foreign currency translation                                       |  |            | —        |            |  |              
|                                                                             |  |            |          |            |  |              
|Increase (decrease) in cash during the period                                |  |            | 93,820   |            |  |              
|                                                                             |  |            |          |            |  |              
|Cash (Bank indebtedness), beginning of the period                            |  |            | (136     | )          |  |              
|                                                                             |  |            |          |            |  |              
|Cash (Bank indebtedness), end of the period                                  |  | $          | 93,684   |            |  | $            



See
accompanying notes to the Financial Statements



F-3


Table of Contents


FORCE
ENERGY CORP.

(A
Development Stage Company)

INTERIM
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

for
the period from November 1, 2006 (Date of Inception) to May 31, 2011

(Stated
in US Dollars)

(Unaudited)



|                                                           |  |               |            |           |  |            |        |              |  | Deficit     |           |      
|---------------------------------------------------------- |  | ------------- | ---------- | --------- |  | ---------- | ------ | ------------ |  | ----------- | --------- | -----
|                                                           |  |               |            |           |  |            |        |              |  | Accumulated |           |      
|                                                           |  |               |            |           |  | Additional |        | Deferred     |  | During the  |           |      
|                                                           |  | Common Shares |            | Paid-in   |  | Stock      |        | Development  |  |            
|                                                           |  | Number        |            | Par Value |  | Capital    |        | Compensation |  | Stage       |           | Total
|Capital stock issued for cash – at $0.005                  |  |               | 23,000,000 |           |  | $          | 23,000 |              |  | $           | 92,000    |      
|Less:   commissions                                        |  |               | —          |           |  |            | —      |              |  |             | (8,000    | )    
|Net loss and comprehensive loss for the period             |  |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                           |  |               |            |           |  |            |        |              |  |             |           |      
|Balance, November 30, 2006                                 |  |               | 23,000,000 |           |  |            | 23,000 |              |  |             | 84,000    |      
|Pursuant to agreement of merger and plan of reorganization |  |               | 21,354,000 |           |  |            | 21,354 |              |  |             | (24,058   | )    
|Capital stock issued for cash– at $0.25                    |  |               | 240,000    |           |  |            | 240    |              |  |             | 59,760    |      
|Capital stock issued for cash– at $0.50                    |  |               | 100,000    |           |  |            | 100    |              |  |             | 49,900    |      
|Net loss and comprehensive loss for the year               |  |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                           |  |               |            |           |  |            |        |              |  |             |           |      
|Balance November 30, 2007                                  |  |               | 44,694,000 |           |  |            | 44,694 |              |  |             | 169,602   |      
|Capital stock issued for cash – at $0.75                   |  |               | 1,000,000  |           |  |            | 1,000  |              |  |             | 749,000   |      
|Pursuant to consulting service agreements– at $1.35        |  |               | 300,000    |           |  |            | 300    |              |  |             | 404,700   |      
|Net loss and comprehensive loss for the year               |  |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                           |  |               |            |           |  |            |        |              |  |             |           |      
|Balance November 30, 2008                                  |  |               | 45,994,000 |           |  |            | 45,994 |              |  |             | 1,323,302 |      
|                                                           |  |               |            |           |  |            |        |              |  |             |           |      
|Capital stock issued for cash- at 0.28                     |  |               | 900,000    |           |  |            | 900    |              |  |             | 251,100   |      
|Capital stock issued for oil and gas property – Note 5(b)  |  |               | 450,000    |           |  |            | 450    |              |  |             | 143,550   |      
|Net loss and comprehensive loss for the year               |  |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                           |  |               |            |           |  |            |        |              |  |             |           |      
|Balance November 30, 2009                                  |  |               | 47,344,000 |           |  | $          | 47,344 |              |  | $           | 1,717,952 |      



(cont’d)



See
accompanying notes to the Financial Statements

F-4


Table of Contents


FORCE
ENERGY CORP.

(A
Development Stage Company)

INTERIM
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

for
the period from November 1, 2006 (Date of Inception) to May 31, 2011

(Stated
in US Dollars)

(Unaudited)





|                                                                       |               |            |           |  |            |        |              |  | Deficit     |           |      
|---------------------------------------------------------------------- | ------------- | ---------- | --------- |  | ---------- | ------ | ------------ |  | ----------- | --------- | -----
|                                                                       |               |            |           |  |            |        |              |  | Accumulated |           |      
|                                                                       |               |            |           |  | Additional |        | Deferred     |  | During the  |           |      
|                                                                       | Common Shares |            | Paid-in   |  | Stock      |        | Development  |  |            
|                                                                       | Number        |            | Par Value |  | Capital    |        | Compensation |  | Stage       |           | Total
|Balance November 30, 2009                                              |               | 47,344,000 |           |  | $          | 47,344 |              |  | $           | 1,717,952 |      
|                                                                       |               |            |           |  |            |        |              |  |             |           |      
|Capital stock issued for cash- at 0.20                                 |               | 500,000    |           |  |            | 500    |              |  |             | 99,500    |      
|Capital stock issued pursuant to management services contract- at 0.22 |               | 2,500,000  |           |  |            | 2,500  |              |  |             | 547,500   |      
|Capital stock issued for debt settlement - at 0.25                     |               | 643,267    |           |  |            | 643    |              |  |             | 160,174   |      
|Capital stock issued for cash- at 0.20                                 |               | 250,000    |           |  |            | 250    |              |  |             | 49,750    |      
|Amortization of deferred compensation                                  |               | —          |           |  |            | —      |              |  |             | —         |      
|Net loss and comprehensive loss for the year                           |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                                       |               |            |           |  |            |        |              |  |             |           |      
|Balance November 30, 2010                                              |               | 51,237,267 |           |  | $          | 51,237 |              |  | $           | 2,574,876 |      
|                                                                       |               |            |           |  |            |        |              |  |             |           |      
|Capital stock issued for cash- at 0.25                                 |               | 200,000    |           |  |            | 200    |              |  |             | 49,800    |      
|Amortization of deferred compensation                                  |               | —          |           |  |            | —      |              |  |             | —         |      
|Net loss and comprehensive loss for the year                           |               | —          |           |  |            | —      |              |  |             | —         |      
|                                                                       |               |            |           |  |            |        |              |  |             |           |      
|Balance May 31, 2011                                                   |               | 51,437,267 |           |  | $          | 51,437 |              |  | $           | 2,624,676 |      





See
accompanying notes to the Financial Statements



F-5


Table of Contents


FORCE
ENERGY CORP.

(A
Development Stage Company)

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

May
31, 2011,

(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. These interim financial statements 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 year ended
November 30, 2010. 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 year ended November 30, 2010, has been
omitted. The results of operations for the six-month period ended May 31, 2011 are not necessarily indicative of results for the
entire year ending November 30, 2011.



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.



Effective
December 28, 2006, the Board of Directors authorized a 3 for 1 forward stock split on the common shares. The authorized number
of common shares increased from 90,000,000 to 270,000,000 common shares with a par value of $0.001. All references in the accompanying
financial statements to the number of common shares have been restated to reflect the forward stock split.



On
February 12, 2008, the Company acquired 100% of the common shares of Force Energy Corp. an inactive company incorporated in Nevada
on July 19, 2005, for $100, to effect a name change of the Company. On February 12, 2008, the Company and Force Energy Corp filed
articles of merger with the Secretary of State of Nevada to effectuate a merger between the two companies. The surviving entity
of the merger was the Company. Immediately thereafter the Company changed its name to Force Energy Corp.



These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next 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 May 31, 2011, the Company has a working capital of $20,351. The Company has yet to achieve profitable operations,
has accumulated losses of $2,596,363 since its inception and expects to incur further losses in the development of its business,
all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability
to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

F-6


Table of Contents




Note
2	Nature of Operations and Ability to Continue as a Going Concern– (cont’d)



Management
has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by
equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable
terms, if at all.



Note
3	Newly Issued Accounting Pronouncements



On
December 1, 2010, we adopted guidance issued by the FASB ASU 2010-15 on the consolidation of variable interest entities. The new
guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control
over such entities, and additional disclosures for variable interests. Adoption of the new guidance did not have a material impact
on our financial statements.



The
Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not
expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.



Note
4	Financial Instruments



Fair
value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly
transaction between market participants at the measurement date and in the principal or most advantageous market for that asset
or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset
or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration
of non-performance risk including our own credit risk.



In
addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value
hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three
levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety.



These
levels are:

Level
1- 	inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level
2 – 	inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable
in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.



Level
3- inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include
option pricing models, discounted cash flow models, and similar techniques.

F-7


Table of Contents




Note
4	Financial Instruments – (cont’d)



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



Note
5	Oil and Gas Properties



|                                                  |  | United |          |        |  |      
|------------------------------------------------- |  | ------ | -------- | ------ |  | -----
|                                                  |  | States |          | Canada |  | Total
|Unproved properties                               |  |        |          |        |  |      
|-
    acquisition costs                           |  | $      | 369,000  |        |  | $    
|- development
    costs                           |  |        | 29,039   |        |  |      
|-
    asset retirement obligation                 |  |        | —        |        |  |      
|                                                  |  |        | 398,039  |        |  |      
|Written
    off                                   |  |        | (398,039 | )      |  |      
|Balance
    at May 31, 2011 and November 30, 2010 |  | $      | —        |        |  | $    



a)	Hayter
Prospect, Alberta, Canada



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



On
October 15, 2007, prior to the evaluation of the 3D seismic data, NEL sold to the original grantor (the Grantor) its 100% interest
in the subject property and received as consideration a non-interest bearing promissory note for $111,144 (CDN$110,000) to be
repaid by November 30, 2007.



On
November 30, 2007, the Grantor did not pay the promissory note and NEL and the Grantor entered into a Participation Agreement
whereby NEL accepted a 20% interest of the Grantor’s working interest in the County Line 10D Hayter 10-8-40-1 W4M well as
full and final settlement of the promissory note totalling $95,702 after considering the effects of the foreign exchange on the
note.



On
October 16, 2009, the Company entered into an amendment to its Participation Agreement pursuant to which it acquired an additional
30% working interest in the Hayter Well in consideration of a release by Force from an amount of $23,938 owed by the Grantor to
the Company. The Company holds a 50% working interest of the Grantor’s interest in the Hayter Well. The addendum was subsequently
amended by the parties on February 1, 2010 to replace the reference to the Company in the agreement with Nuance Exploration Ltd.,
the Company’s wholly owned subsidiary.





F-8


Table of Contents


Note
5	Oil and Gas Properties– (cont’d)



a)	Hayter
Prospect, Alberta, Canada





During
the year ended November 30, 2010 the Company incurred $265 (November 30, 2009 - $7,100) of development costs.



As
at May 31, 2011, the 50% working interest of the Hayter Well was recorded at $135,427 (November 30, 2010:- $135,162). The company
also recorded $13,790 (November 30, 2010 - $12,282) as an asset retirement obligation (Note 8).



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 without interest due on or before April 30, 2008 (settled April 16,
2008), and agreed to pay $300,000 within 90 days of the execution of an acquisition agreement (see agreement related to Diamond
Springs Prospect below), at which time the Company would earn a 75% net revenue interest in the initial well. The Company is responsible
for 100% of the costs of the drilling and testing of the initial well on the Prospect.



Upon
drilling of the initial well, the Company would issue to the vendor 250,000 common shares of the Company as payment in full for
a 5% working interest in all subsequent wells drilled on the Prospect. These shares were not issued and the commitment to issue
these shares was superseded in June, 2009 as described below. The Vendor granted the Company the option to purchase up to an additional
20% working interest in all subsequent wells drilled on the Prospect for $100,000 per 1% of working interest. This option expired
unexercised on December 15, 2008.



In
December 2008, the Company advanced an additional $175,000, pursuant to the loan agreement dated March 11, 2009, to the vendor
of the Diamond Springs Prospect with the intention that this loan, together with the original payment of $50,000, are to be included
as part of the purchase price included in a definitive agreement in respect to the acquisition by the Company of a working interest
in the Prospect.



In
June 2009, the parties entered into the assignment agreement, which replaced and superseded all prior agreements between the parties.
The Company received a 50% interest in the Diamond Springs Prospect for $225,000. In connection with the assignment agreement
the Company agreed to sign a release in favour of the assignor, releasing them from all further obligations under the loan agreement
and the letter agreement.



On
September 16, 2009, the Company acquired a further 25% interest in the Diamond Springs Prospect for consideration consisting of
450,000 common shares with a fair value of $144,000.



During
the year ended November 30, 2009, $20,000 in development costs relating to Diamond Springs Prospect were written off.

F-9


Table of Contents


Note
5	Oil and Gas Properties – (cont’d)



b)	Diamond
Springs Prospect, Wyoming– (cont’d)



During
the year ended November 30, 2010, the Company incurred $29,039 of exploration expenditures on the Diamond Springs Prospect. Following
a review exploration results the Company abandoned its interest in the prospect during the year ended November 30, 2010 and wrote
off $29,039 of exploration expenditures and $369,000 of acquisition costs.



Note
6	Mineral Property



On
July 6, 2010, the Company entered into a Property Option Agreement (amended May 11, 2011) to acquire an option to purchase a 100%
interest in the property known as the Zoro 1 property, a mineral property comprising 52 hectares in the Snow Lake region of Manitoba
Canada. In order to exercise the option, the Company must pay cash or issue stock to Optionor by the following dates:



i)	$59,600
(Cdn$62,000) on signing the agreement (paid)

ii)	$103,380
(Cdn$100,000) or issue 1,000,000 shares of common stock on or before June, 15, 2011. (1,000,000 shares issued subsequently)

iii)		$206,760
(Cdn$200,000) or issue a specified number of common shares still to be determined by the parties on or before June, 15, 2012

iv)		$413,520
(Cdn$400,000) or issue a specified number of common shares still to be determined by the parties on or before June, 15, 2013.



During
the six month period ended May 31, 2011, the Company incurred $1,575 of exploration expenditures on the property.



Note
7	Advances Payable



On
February 1, 2011, the Company received a cash advance of $30,000. The advance is unsecured, non-interest bearing and has no fixed
repayment terms.



On
March 21, 2011, the Company received a cash advance of $20,000. The advance is unsecured, non-interest bearing and has no fixed
repayment terms.



Note
8	Related Party Transactions



Amounts
due to related parties comprise:



|                             |  | May 31 |        | November 30
|---------------------------- |  | ------ | ------ | -----------
|                             |  | 2011   |        | 2010       
|Amounts
    due to Directors |  |        |        |            
|Management
    fees          |  | $      | 10,750 |            



All
amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment.



On
July 23, 2010, the Company entered into an employment contract with a director which expires July 22, 2011. Pursuant to the contract
the Director will receive $5,000 per month remuneration. On December 31, 2010 the Director resigned and the employment contract
was terminated.



F-10


Table of Contents


Note
8	Related Party Transactions – (cont’d)



On
July 23, 2010, the Company entered into an employment contract with the Company President which expires July 22, 2011. Pursuant
to the contract the President received 2,500,000 common shares having a fair value of $550,000. Should the contract be terminated
prior to completion the President will return 100,000 shares to treasury for each unfulfilled month of the employment contract.
The President will also receive $2,500 per month for months 1-3; $4,000 per month for months 4-6 and $5,000 per month for months
7-12 of the contract.



The
fair value of 1,300,000 shares issued which were earned immediately have been expensed as stock based compensation of $286,000.
The fair value of the remaining 1,200,000 shares issued which are to be earned over the term of the contract will be charged to
operations over the life of the employment contract. This portion of the stock award is accounted for as deferred compensation
whereby the fair value of the award is recorded as a component of stockholders’ equity until earned. Pursuant to this stock
award the Company recorded management fees of $132,000 (six months ended May 31, 2010 - $nil).



On
August 4, 2010, the Company entered into a share for debt settlement agreement with the Company’s former President whereby
643,267 common shares having a fair value of $0.25 each were issued to settle in full management fees of $154,600 rent expense
of $1,000 and other expenses owing of $5,216, an aggregate amount of $160,817.



During
the three and six month periods ended May 31, 2011 and 2010, the Company charged or accrued the following amounts:



|                                                                                 | Six Month    |         | Three Month 
|-------------------------------------------------------------------------------- | ------------ | ------- | ------------
|                                                                                 | Period Ended |         | Period Ended
|                                                                                 | May 31,      |         | May 31,     
|                                                                                 | 2011         |         | 2010        
|Amounts
    charged by directors                                                 |              |         |             
|Management
    fees                                                              | $            | 169,000 |             
|                                                                                 |              |         |             
|Amounts
    charged by former director and Company controlled by former director |              |         |             
|Management fees                                                                  |              | —       |             
|Rent                                                                             |              | —       |             
|                                                                                 |              |         |             
|                                                                                 |              | —       |             
|                                                                                 |              |         |             
|Total                                                                            | $            | 169,000 |             



Note
9	Asset Retirement Obligation



Total
future asset retirement obligations were estimated by management based on the Company’s net ownership interest, estimated
costs to reclaim and abandon the wells and the estimated timing of the costs to be incurred in future periods. The Company has
estimated the net present value of its total assets retirement obligations at May 31, 2011 to be $13,301 based on a total undiscounted
liability of $18,092 (Cdn$17,500) in the Hayter Prospect, Alberta, Canada. These payments are expected to be made over the next
seven years, with the majority of the cost incurred between 2016 and 2019.

F-11


Table of Contents




Note
9	Asset Retirement Obligation – (cont’d)



The
Company’s credit adjusted risk free rate of 15% and an inflation rate of 8% were used to calculate the present value of
the asset retirement obligation.



|                                 | May 31 |        | November 30
|-------------------------------- | ------ | ------ | -----------
|                                 | 2011   |        | 2010       
|Balance,
    beginning of period | $      | 12,282 |            
|Liabilities
    incurred         |        | —      |            
|Accretion
    expense            |        | 970    |            
|Effect
    of foreign exchange   |        | 538    |            
|                                 | $      | 13,790 |            



Note
10	Convertible Note Payable



On
May 11, 2011, the Company received $100,000 cash and the Company issued a convertible promissory note in the amount of $100,000.
The promissory note is unsecured, bears interest at 8% per annum, and matures on May 10, 2013. During the six month period ended
May 31, 2011, the Company accrued $438 interest expense.



The
note may be converted at the option of the holder into Common stock of the Company. The conversion price is defined as “the
lesser 50% discount to the average bid price for the shares as quoted on the OTCBB where the shares are traded for the three consecutive
business days prior to the date of conversion”.



Note
11	Capital Stock



On
December 1, 2010, the Company issued 200,000 common shares for aggregate proceeds of $50,000.



Note
12	Subsequent Event



Subsequent
to the period end, on June 3, 2011, the Company issued 1,000,000 shares of Common stock pursuant to the Zoro 1 mineral property
agreement.







F-12


Table of Contents


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking
Statements



Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We
intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor
provisions.Forward-looking statements are based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements. Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have
a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes
in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. Further information
concerning our business, including additional factors that could materially affect our financial results, is included herein and
in our other filings with the SEC.



Company
Overview



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. We have recently
expanded our business model to include the exploration of mineral properties.



The
Hayter Well



We
presently hold a 50% working interest of the County Line Energy Corp. interest in the Hayter Well located in Alberta, Canada.



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

4


Table of Contents


Zoro
1 Mineral Claim



On July
6, 2010, we entered into an option agreement with Dalton Dupasquier, pursuant to which Mr. Dupasquier has granted to us the sole
and exclusive right and option, exercisable in the manner described below, to acquire a 100% net undivided interest in the property
known as the Zoro 1 mineral claim, located near the East Shore of Wekusko Lake in west-central Manitoba, Canada.



|Amount
    of Payment | Date
    Payment is Due
|--------------------- | -----------------------
|$59,600               |                        
|$94,958               |                        
|$189,915              |                        
|$379,831              |                        



We have
no rights to the Zoro 1 mineral claim unless and until we exercise the option. We acquired the option to explore the potential
for deposits of lithium on the Zoro 1 mineral claim.



We acquired
the option to explore the potential for deposits of lithium on the Zoro 1 mineral claim. According to the United States Geological
Survey (USGS), global end-use markets for lithium include ceramics and glass, batteries, lubricating greases, air treatment, continuous
casting and primary aluminum production. Batteries, especially rechargeable batteries, are the market for lithium compounds with
the largest growth potential as major automobile companies pursue the development of lithium batteries to power hybrid electric
cars.



In September
2009, we received a NI 43-101 Technical Report on the Zoro 1 mineral claim. The report was authored by Mr. Mark Fedikow, PhD.,
P.Eng. of Mount Morgan Resources Ltd. The objectives of the NI 43-101 report were to summarize the geology, review the historic
ore reserves, and economic potential of the spodumene-bearing dykes delineated on the property and their surrounding geological
environment.



An historic
reserve estimate for Lithium oxide (Li2O) has been calculated on limited drilling on a single dyke on the Zoro 1 mineral claim.
Drill indicated spodumene reserves coupled with data from trenching have been calculated with a total undiluted tonnage given
as 1,727,550 at 0.945% Li2O.



There are
seven zoned pegmatite dykes on the Zoro 1 mineral claim. We plan to explore the Zoro 1 mineral claim using the Exploration Recommendations
outlined by Dr. Fedikow in the NI 43-101 Technical Report, which are set forth below along with a table of recommended expenditures.

5


Table of Contents


Initially,
the Zoro 1 pegmatites should be the focus of the following exploration approaches. These are as follows:



1.      
Trench rehabilitation including overburden stripping and washing.



2.      
Geologic mapping of individual trenches at a scale of 1:20.



3.      
Detailed geological mapping at a scale appropriate to document relevant features on the property. This will include the seven
pegmatite dykes, trench locations, historic drill collars and geological attributes of the dykes. It is likely this mapping will
be undertaken at a scale of 1:1000.



4.      
Trench and channel sampling should be undertaken to confirm historic assay results.



5.      
Re-log historic drill core as possible.



6.      
A grid should be re-established on the property and an attempt made to tie-in the collar locations of all previous drilling. This
information would help to structure new diamond drill programs. Initially, an attempt should be made to re-construct the historic
grid although it is unlikely this will be possible given the length of time that has elapsed since the grid was first cut.



7.      
The geochemistry of the spodumene with particular relevance to iron content should be evaluated. Albite-rich portions of the pegmatite
should be assayed for tantalum, tin, and niobium values. Altered and mineralized wallrocks should be assayed for gold particularly
where the mineral assemblage of pyrrhotite, chalcopyrite and arsenopyrite are observed. Any subsequent drill program should be
accompanied by a multi-element geochemical approach to assaying core including assays for gold. This will be followed up with
assays for specific metals that may be present in the pegmatite dykes. The new assay program should be accompanied by a quality
assurance and quality control program.



8.      
Diamond drilling should initially target Dyke No. 1 with the aim of ascertaining the physical size and extent of this dyke. Additional
drilling will be necessary in the vicinity of the six remaining known dykes as well as any additional lithium-bearing pegmatite
uncovered during exploration on the remainder of the property.

6


Table of Contents




|Trench
    Rehabilitation, Geologic Mapping and Assays (Four Weeks)      
|-------------------------------------------------------------------------
|                                                                         
|1. Trench stripping,
    excavation and washing:                         
|2. Field technician: 
    $250.00/day:                                   
|3. General Laborers
    (n=2): $150.00/day:                              
|4. Geologist:
    $400.00/day:                                           
|5. Assays (n=100
    @ $50.00/sample):                                   
|Drill Program                                                            
|                                                                         
|6. Mobilization/Demobilization
    of equipment and crews:               
|7. Two Thousand
    metres of NQ coring:                                 
|8. Moves between
    holes:                                              
|9. Core trays
    and survey tool:                                       
|10. Room and board
    @ $150.00/day for 60 days:                        
|11. Communications
    and freight:                                      
|12. Helicopter:                                                          
|13. Helicopter
    fuel:                                                 
|14. Geologist
    @ $400.00/day for 60 days:                             
|15. Geologist
    Room and Board @ $150.00/day:                          
|16. Geologist
    Transportation/Mobilization/Demobilization/Site access:
|17. Assays @$50.00/sample
    for 300 samples:                           
|18. Report preparation:                                                  
|Sub-total:                                                               
|Contingency @
    10%:                                                   
|Total:                                                                   

7


Table of Contents


Anticipated
Cash Requirements



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





|Estimated
    Funding Required During the Next Twelve Months
|------------------------------------------------------------
|Expenses                                                    
|Management fees                                             
|Exploration expenses                                        
|Zoro 1 mineral
    property payment                         
|Professional fees                                           
|General administrative
    expenses                         
|Total                                                       



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



Results
of operations for the three months ended May 31, 2011 and 2010, and for the period from Inception (November 1, 2006) to May 31,
2011



Our
operating results for the three and six months ended May 31, 2011 and 2010 are summarized as follows:



|                       | Three
    Months Ended |         | Six Months
    Ended
|---------------------- | ---------------------- | ------- | --------------------
|                       | May 31,                |         | May 31,             
|                       | 2011                   |         | 2011                
|Revenue                | $                      | —       |                     
|Operating
    Expenses |                        | 100,511 |                     
|Net
    Loss           |                        | 100,493 |                     



Revenues



We
have not earned any revenues to date, and do not anticipate earning revenues until such time as we encounter commercially productive
oil or gas reservoirs on our oil and gas prospects. All of our oil and gas prospects are undeveloped. We anticipate that we will
have to address the cash shortfall through additional equity financings in the future. We can offer no assurance, however, that
such financings will be available on terms acceptable to our company.

8


Table of Contents


Expenses



Our
expenses for the three and six months ended May 31, 2010 and 2009 are outlined in the table below:



|                                       | Six Months
    Ended |         | Three Months Ended
|-------------------------------------- | -------------------- | ------- | ------------------
|                                       | May 31,              |         | May
    31,       
|                                       | 2011                 |         | 2010              
|                                       |                      |         |                   
|Accounting
    and audit fees          | $                    | 12,050  |                   
|Accretion
    expense                  |                      | 970     |                   
|Bank
    charges                       |                      | 803     |                   
|Consulting
    fees                    |                      | —       |                   
|Depreciation                           |                      | —       |                   
|Exploration
    costs                  |                      | —       |                   
|Interest
    on long term debt         |                      | 438     |                   
|Investor
    relations                 |                      | 5,000   |                   
|Legal
    fees                         |                      | 8,573   |                   
|Management
    fees                    |                      | 169,000 |                   
|Office
    expenses                    |                      | 2,573   |                   
|Mineral
    property option costs      |                      | —       |                   
|Mineral
    property exploration costs |                      | 1,575   |                   
|Rent                                   |                      | 778     |                   
|Transfer
    and filing fees           |                      | 4,044   |                   
|Travel                                 |                      | —       |                   
|Write-off
    of oil and gas costs     |                      | —       |                   
|                                       | $                    | 205,804 |                   



Our
expenses increased by $14,715 for the six months ended May 31, 2011 as compared to the same period in 2010. Our operating expenses
increased by $13,180 for the three months ended May 31, 2011 as compared with the same period in 2010. The increase in our expenses
for both periods was due mainly to increased Management Fees, offset by Accounting and Audit fees and Rent. The Management Fees
are related to an employment agreement with our President are largely a result of stock based compensation.



Liquidity
And Capital Resources



Working
Capital



|                              | May
    31, 2011 |        | November
    30, 2010
|----------------------------- | ---------------- | ------ | ---------------------
|                              |                  |        |                      
|Current
    Assets            | $                | 98,737 |                      
|Current
    Liabilities       |                  | 78,386 |                      
|Working
    Capital (Deficit) |                  | 20,351 |                      



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.

9


Table of Contents


Cash
Flows



|                                          | Six
    Months Ended May 31, 2011 |         | Six
    Months Ended May 31, 2010
|----------------------------------------- | --------------------------------- | ------- | ---------------------------------
|Cash
    used in Operating Activities     | ($                                | 48,180  | )                                
|Cash
    used in Investing Activities     |                                   | —       |                                  
|Cash
    provided by Financing Activities |                                   | 142,000 |                                  
|Increase
    (Decrease) in Cash           |                                   | 93,820  |                                  





We
anticipate that we will incur approximately $968,118 for operating expenses, including, legal, accounting and audit expenses associated
with our reporting requirements as a public company under the Exchange Act during the next twelve months.



Cash
Used In Operating Activities



We
used cash in operating activities in the amount of ($48,180) during the six months ended May 31, 2011 and ($196,639) during the
same period ended May 31, 2010. Our net losses for the six months ended May 31, 2011 and 2010 were the main contributed reason
for our negative operating cash flow for both periods. Cash used in operating activities was funded by cash from financing activities.



Cash
Used in Investing Activities



Net
cash used in investing activities totalled $0 during the six months ended May 31, 2011 as compared to cash used in investing activities
of ($29,304) during the same period ended May 31, 2010. Our negative investing cash flow in 2010 was the result of the acquisition
and development costs of our oil and gas properties.



Cash
from Financing Activities



We
generated $142,000 in cash from financing activities during the six months ended May 31, 2010 compared to cash from financing
activities in the amount of $63,732 during the same period ended May 31, 2010.



Our
positive cash flow from financing activities for the six months ended May 31, 2011 were largely the result of $100,000 we received
from an 8% convertible note that matures on May 10, 2013 and $50,000 we received from the sale of 200,000 shares of our common
stock.



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Off
Balance Sheet Arrangements



As
of May 31, 2011, there were no off balance sheet arrangements.



Going
Concern



The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to
a going concern, which assumes that we will be able to meet our obligations and continue our operations for the 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 we be unable
to continue as a going concern. At May 31, 2011, we have working capital of $20,351. We have yet to achieve profitable operations,
have accumulated losses of $2,617,434 since our inception and expect to incur further losses in the development of our business,
all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern
is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to
address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances,
however there is no assurance of additional funding being available or on acceptable terms, if at all.



Item
3. Quantitative and Qualitative Disclosures About Market Risk



A
smaller reporting company is not required to provide the information required by this Item.



Item
4. Controls and Procedures



Disclosure
Controls and Procedures



As required
by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated
our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of
the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial
officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities
Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including
our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The
conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses
in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation
of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of both United States generally accepted accounting principles and Securities
and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective
until the material weaknesses are remediated.

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We plan
to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by
this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to implement the following changes during our fiscal year ending November 30, 2011, subject to obtaining
additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk
management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation
efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.



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



Changes
in Internal Control over Financial Reporting



There were
no changes in our internal control over financial reporting during the quarter ended May 31, 2011 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
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.



Item
1A: Risk Factors



A
smaller reporting company is not required to provide the information required by this Item.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



On
June 3, 2011, we issued 1,000,000 shares valued at $0.10 per share to pay our option payment on the Zoro 1 mineral claim. We issued
the 1,000,000 shares to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.



Item
3. Defaults upon Senior Securities



None



Item
4. Removed and Reserved



Item
5. Other Information



None



Item
6. Exhibits



|Exhibit
    Number | Description
    of Exhibit                                                                                                                                                   
|------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1               | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2               | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1               | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES



In
accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|      | Force
    Energy Corp.                                                                                                                                                   
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                          
|Date: | June
    24, 2011                                                                                                                                                        
|      |                                                                                                                                                                          
|      | By:
                                                          /s/ Tim DeHerrera
        Tim
        DeHerrera
        Title:
        Chief Executive Officer and Director



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