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 February 28, 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: 51,437,267 common
shares as of March 15, 2011.

1


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                            | 8   
|Item 4:                                | Controls and Procedures                                                               | 8   
|PART
        II – OTHER INFORMATION   
|Item 1:                                | Legal Proceedings                                                                     | 9   
|Item 1A:                               | Risk Factors                                                                          | 9   
|Item 2:                                | Unregistered Sales of Equity Securities and Use of Proceeds                           | 9   
|Item 3:                                | Defaults Upon Senior Securities                                                       | 9   
|Item 4:                                | Removed and Reserved                                                                  | 9   
|Item 5:                                | Other Information                                                                     | 9   
|Item 6:                                | Exhibits                                                                              | 9   



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-6                                                                        



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 February 28, 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

February 28, 2011
and November 30, 2010

(Stated in US
Dollars)

(Unaudited)



|                                                                                 | February 28 2011 |            | November 30 2010
|-------------------------------------------------------------------------------- | ---------------- | ---------- | ----------------
|ASSETS                                                                           |                  |            |                 
|                                                                                 |                  |            |                 
|Current                                                                          |                  |            |                 
|Cash                                                                             | $                | 8,354      |                 
|Prepaid expenses                                                                 |                  | 4,770      |                 
|                                                                                 |                  |            |                 
|                                                                                 |                  | 13,124     |                 
|                                                                                 |                  |            |                 
|Oil and gas properties,  full cost method of accounting                          |                  |            |                 
|Unproved Properties – Note 5                                                     |                  | 135,427    |                 
|                                                                                 |                  |            |                 
|                                                                                 | $                | 148,551    |                 
|                                                                                 |                  |            |                 
|                                                                                 |                  |            |                 
|LIABILITIES                                                                      |                  |            |                 
|                                                                                 |                  |            |                 
|Current                                                                          |                  |            |                 
|Bank overdraft                                                                   | $                | —          |                 
|Accounts payable and accrued liabilities                                         |                  | 18,457     |                 
|Advance payable - Note 7                                                         |                  | 30,000     |                 
|Due to related parties - Note 8                                                  |                  | 10,750     |                 
|                                                                                 |                  |            |                 
|                                                                                 |                  | 59,207     |                 
|                                                                                 |                  |            |                 
|Asset retirement obligation – Note 9                                             |                  | 13,301     |                 
|                                                                                 |                  |            |                 
|                                                                                 |                  | 72,508     |                 
|                                                                                 |                  |            |                 
|                                                                                 |                  |            |                 
|STOCKHOLDERS’ EQUITY                                                             |                  |            |                 
|                                                                                 |                  |            |                 
|Preferred stock, $0.001 par value 10,000,000 shares authorized, none outstanding |                  |            |                 
|                                                                                 |                  |            |                 
|Common stock, $0.001 par value – Note 10                                         |                  |            |                 
|270,000,000 shares authorized                                                    |                  |            |                 
|51,437,267 shares issued (November 30, 2010 - 51,237,267 shares issued)          |                  | 51,437     |                 
|Additional paid in capital                                                       |                  | 2,624,676  |                 
|Deferred stock compensation – Note 8                                             |                  | (104,200   | )               
|Deficit accumulated during the development stage                                 |                  | (2,495,870 | )               
|                                                                                 |                  |            |                 
|                                                                                 |                  | 76,043     |                 
|                                                                                 |                  |            |                 
|                                                                                 | $                | 148,551    |                 



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
month periods ended February 28, 2011 and February 28, 2010 and

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

to February 28,
2011

(Stated in US
Dollars)

(Unaudited)



|                                               |  |              |            |              |  | Period from  
|---------------------------------------------- |  | ------------ | ---------- | ------------ |  | -------------
|                                               |  |              |            |              |  | November 1,  
|                                               |  | Three Months |            | Three Months |  | 2006 (Date of
|                                               |  | Ended        |            | Ended        |  | Inception) to
|                                               |  | February 28  |            | February 28  |  | February 28  
|                                               |  | 2011         |            | 2010         |  | 2011         
|                                               |  |              |            |              |  |              
|                                               |  |              |            |              |  |              
|Expenses                                       |  |              |            |              |  |              
|Accounting and audit fees                      |  | $            | 7,450      |              |  | $            
|Accretion expense                              |  |              | 460        |              |  |              
|Bank charges                                   |  |              | 378        |              |  |              
|Consulting fees                                |  |              | —          |              |  |              
|Depreciation                                   |  |              | —          |              |  |              
|Investor relations                             |  |              | —          |              |  |              
|Legal fees                                     |  |              | 4,962      |              |  |              
|Management fees – Note 8                       |  |              | 88,000     |              |  |              
|Mineral property option costs                  |  |              | —          |              |  |              
|Office expenses                                |  |              | 1,166      |              |  |              
|Oil and gas exploration expenses               |  |              | —          |              |  |              
|Rent – Note 6                                  |  |              | 385        |              |  |              
|Transfer and filing fees                       |  |              | 2,492      |              |  |              
|Travel                                         |  |              | —          |              |  |              
|Write-off of oil and gas costs                 |  |              | —          |              |  |              
|                                               |  |              |            |              |  |              
|Loss before other items                        |  |              | (105,293   | )            |  |              
|                                               |  |              |            |              |  |              
|Other items:                                   |  |              |            |              |  |              
|Debt forgiveness                               |  |              | —          |              |  |              
|Foreign exchange gain (loss)                   |  |              | (833       | )            |  |              
|Interest income                                |  |              | —          |              |  |              
|                                               |  |              |            |              |  |              
|                                               |  |              | 833        |              |  |              
|                                               |  |              |            |              |  |              
|Net loss and comprehensive loss for the period |  | $            | (106,126   | )            |  | $            
|                                               |  |              |            |              |  |              
|Basic loss per share                           |  | $            | (0.01      | )            |  | $            
|                                               |  |              |            |              |  |              
|Weighted average number of shares outstanding  |  |              | 51,435,045 |              |  |              



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
month periods ended February 28, 2011 and February 28, 2010 and

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

to February 28,
2011

(Stated in US
Dollars)

(Unaudited)



|                                                                            |  |              |          |              |  | Period from  
|--------------------------------------------------------------------------- |  | ------------ | -------- | ------------ |  | -------------
|                                                                            |  |              |          |              |  | November 1,  
|                                                                            |  | Three Months |          | Three Months |  | 2006 (Date of
|                                                                            |  | Ended        |          | Ended        |  | Inception) to
|                                                                            |  | February 28  |          | February 28  |  | February 28  
|                                                                            |  | 2011         |          | 2010         |  | 2011         
|                                                                            |  |              |          |              |  | (cumulative) 
|                                                                            |  |              |          |              |  |              
|Cash Flows provided by (used in) Operating Activities                       |  |              |          |              |  |              
|Net loss for the period                                                     |  | $            | (106,126 | )            |  | $            
|Adjustments to reconcile net loss to net cash used in operating activities: |  |              |          |              |  |              
|Consulting fees paid in stock                                               |  |              | —        |              |  |              
|Share based compensation                                                    |  |              | 66,000   |              |  |              
|Debt forgiveness                                                            |  |              | —        |              |  |              
|Accretion expense                                                           |  |              | 1,019    |              |  |              
|Depreciation                                                                |  |              | —        |              |  |              
|Write-off of oil and gas costs                                              |  |              | —        |              |  |              
|Changes in non-cash working capital items related to operations:            |  |              |          |              |  |              
|Prepaid expenses                                                            |  |              | (4,532   | )            |  |              
|Advance payable                                                             |  |              | 30,000   |              |  |              
|Accounts payable and accrued liabilities                                    |  |              | (19,871  | )            |  |              
|                                                                            |  |              |          |              |  |              
|Net cash used in operating activities                                       |  |              | (33,510  | )            |  |              
|                                                                            |  |              |          |              |  |              
|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   |              |  |              
|Due to related parties                                                      |  |              | (8,000   | )            |  |              
|Cash acquired on reverse acquisition                                        |  |              | —        |              |  |              
|                                                                            |  |              |          |              |  |              
|Net cash provided by financing activities                                   |  |              | 42,000   |              |  |              
|                                                                            |  |              |          |              |  |              
|Effect of foreign currency translation                                      |  |              | —        |              |  |              
|                                                                            |  |              |          |              |  |              
|Increase (decrease) in cash during the period                               |  |              | 8,490    |              |  |              
|                                                                            |  |              |          |              |  |              
|Cash (Bank indebtedness), beginning of the period                           |  |              | (136     | )            |  |              
|                                                                            |  |              |          |              |  |              
|Cash (Bank indebtedness), end of the period                                 |  | $            | 8,354    |              |  | $            



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 February 28, 2011

(Stated in US
Dollars)

(Unaudited)



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



(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 February 28, 2011

(Stated in US
Dollars)

(Unaudited)





|                                                                                                   |               |            |            |  |          |        | Deficit      |  |      
|-------------------------------------------------------------------------------------------------- | ------------- | ---------- | ---------- |  | -------- | ------ | ------------ |  | -----
|                                                                                                   |               |            |            |  |          |        | Accumulated  |  |      
|                                                                                                   |               |            | Additional |  | Deferred |        | During the   |  |      
|                                                                                                   | Common Shares |            | Paid-in    |  | Stock    |        | Development  |  |      
|                                                                                                   | Number        |            | Par Value  |  | Capital  |        | Compensation |  | Stage
|                                                                                                   |               |            |            |  |          |        |              |  |      
|Balance November 30, 2009                                                                          |               | 47,344,000 |            |  | $        | 47,344 |              |  | $    
|                                                                                                   |               |            |            |  |          |        |              |  |      
|Capital stock issued for cash               - at 0.20                                              |               | 500,000    |            |  |          | 500    |              |  |      
|Capital stock issued pursuant to management services contract                            - at 0.22 |               | 2,500,000  |            |  |          | 2,500  |              |  |      
|Capital stock issued for debt settlement - at 0.25                                                 |               | 643,267    |            |  |          | 643    |              |  |      
|Capital stock issued for cash               - at 0.20                                              |               | 250,000    |            |  |          | 250    |              |  |      
|Amortization of deferred compensation                                                              |               | —          |            |  |          | —      |              |  |      
|Net loss and comprehensive loss for the year                                                       |               | —          |            |  |          | —      |              |  |      
|                                                                                                   |               |            |            |  |          |        |              |  |      
|Balance November 30, 2010                                                                          |               | 51,237,267 |            |  | $        | 51,237 |              |  | $    
|                                                                                                   |               |            |            |  |          |        |              |  |      
|Capital stock issued for cash               - at 0.25                                              |               | 200,000    |            |  |          | 200    |              |  |      
|Amortization of deferred compensation                                                              |               | —          |            |  |          | —      |              |  |      
|Net loss and comprehensive loss for the year                                                       |               | —          |            |  |          | —      |              |  |      
|                                                                                                   |               |            |            |  |          |        |              |  |      
|Balance February 28, 2011                                                                          |               | 51,437,267 |            |  | $        | 51,437 |              |  | $    
|                                                                                                   |               |            |            |  |          |        |              |  |      



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

February 28, 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 three-month period ended February 28, 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 February 28, 2011, the Company has a negative working capital of $46,083. The Company has yet to achieve
profitable operations, has accumulated losses of $2,495,870 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 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 February 28, 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 February 28, 2010, the 50% working interest of the Hayter Well was recorded at $135,427 (November
30, 2010:- $135,162). The company also recorded $13,301 (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 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 the
following monies to the Optionor by the following dates:



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

ii)$94,958 (Cdn$100,000) on or before June, 15, 2011

iii)$189,915 (Cdn$200,000) on or before June, 15, 2012

iv)$379,831 (Cdn$400,000) on or before June, 15, 2013



Note 7	Advance
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.



Note 8	Related
Party Transactions



Amounts
due to related parties comprise:



|                         | February 28 |        | 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.



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.

F-10


Table of Contents


Note 8	Related
Party Transactions – (cont’d)



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 $66,000 (three months ended February 28, 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 month periods ended February 28, 2011 and 2010, the Company charged or accrued the following
amounts:



|                                                                             |  | Three Month Period Ended
|---------------------------------------------------------------------------- |  | ------------------------
|                                                                             |  | February 28             
|                                                                             |  | 2011                    
|                                                                             |  |                         
|Amounts charged by directors                                                 |  |                         
|Management fees                                                              |  | $                       
|                                                                             |  |                         
|Amounts charged by former director and Company controlled by former director |  |                         
|Management fees                                                              |  |                         
|Rent                                                                         |  |                         
|                                                                             |  |                         
|                                                                             |  |                         
|                                                                             |  |                         
|Total                                                                        |  | $                       



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 February

28, 2011 to be $13,301
based on a total undiscounted liability of $17,850 (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.



|                             |  | February 28 |        | November 30
|---------------------------- |  | ----------- | ------ | -----------
|                             |  | 2011        |        | 2010       
|                             |  |             |        |            
|Balance, beginning of period |  | $           | 12,282 |            
|Liabilities incurred         |  |             | —      |            
|Accretion expense            |  |             | 460    |            
|Effect of foreign exchange   |  |             | 559    |            
|                             |  |             |        |            
|                             |  | $           | 13,301 |            



Note
10	Capital Stock



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

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               | July
    6, 2010 (paid)
|$94,958               | June
    15, 2011      
|$189,915              | June
    15, 2012      
|$379,831              | June
    15, 2013      



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 February 28, 2011 and 2010, and for the period from Inception (November 1, 2006) to February 28, 2011



Our operating results
for the three months ended February 28, 2011 and 2010 are summarized as follows:



|                   |   | Three
    Months Ended | 
|------------------ | - | ---------------------- | 
|                   |   | February
    28,       | 
|                   |   | 2011                   | 
|                   |   |                        | 
|Revenue            | $ | -                      | 
|Operating Expenses |   | 105,293                | 
|Net Loss           | $ | 106,126                | 



8


Table of Contents


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.



Expenses



Our expenses for
the years ended February 28, 2010 and 2009 are outlined in the table below:



|                                                               |   | Three
    Months Ended | 
|-------------------------------------------------------------- | - | ---------------------- | 
|                                                               |   | February
    28,       | 
|                                                               |   | 2011                   | 
|Accounting and audit
    fees                                  |   | 7,450                  | 
|Accretion Expense                                              |   | 460                    | 
|Bank charges                                                   |   | 378                    | 
|Consulting fees                                                |   | -                      | 
|Depreciation                                                   |   | -                      | 
|Exploration Expenses                                           |   | -                      | 
|Investor relations                                             |   | -                      | 
|Legal fees                                                     |   | 4,962                  | 
|Management
        fees
        Mineral
        Property Costs |   | 88,000                 | 
|Office expenses                                                |   | 1,166                  | 
|Rent                                                           |   | 385                    | 
|Transfer and filing
    fees                                   |   | 2,492                  | 
|Travel                                                         |   | -                      | 
|Write-off of Oil and
    Gas Costs                             |   | -                      | 
|Total Expenses                                                 | $ | 105,293                | 





Our expenses increased
by 1% in the three months ended February 28, 2011 as compared to the same period in 2010. The increase in our expenses for the
three months ended February 28, 2011 was due mainly to increased Management Fees, offset by Accounting and Audit fees.

9


Table of Contents


Liquidity
And Capital Resources



|Working
    Capital       |   |          |  |   |           |  |  |            | 
|------------------------- | - | -------- |  | - | --------- |  |  | ---------- | 
|                          |   |          |  |   |           |  |  |            | 
|                          |   |          |  |   |           |  |  | Percentage | 
|                          |   | February |  |   | February  |  |  | Increase / | 
|                          |   | 28, 2011 |  |   | 28, 2010  |  |  | (Decrease) | 
|Current Assets            | $ | 13,124   |  | $ | 62,240    |  |  | (474%)     | 
|Current Liabilities       | $ | 72,508   |  | $ | 182,997   |  |  | (140%)     | 
|Working Capital (deficit) | $ | (59,384) |  | $ | (120,757) |  |  | (150%)     | 



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.

10


Table of Contents




|Cash
        Flows                        |   |                   |  |   |                   |  |  |            | 
|----------------------------------------- | - | ----------------- |  | - | ----------------- |  |  | ---------- | 
|                                          |   |                   |  |   |                   |  |  |            | 
|                                          |   | Three Months      |  |   | Three Months      |  |  | Percentage | 
|                                          |   | Ended             |  |   | Ended             |  |  | Increase / | 
|                                          |   | February 28, 2011 |  |   | February 28, 2010 |  |  | (Decrease) | 
|                                          |   |                   |  |   |                   |  |  |            | 
|                                          |   |                   |  |   |                   |  |  |            | 
|Cash used in Operating
    Activities     | $ | (33,510)          |  | $ | (117,250)         |  |  | (72%)      | 
|Cash used in Investing
    Activities     | $ |                   |  | $ | (6,678)           |  |  | (6678%)    | 
|Cash provided by Financing
    Activities | $ | 42,000            |  | $ | 18,172            |  |  | 140%       | 
|Net Increase (Decrease)
    in Cash       | $ | 8,490             |  | $ | (105,756)         |  |  | 1245%      | 





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 $ (33,510) during the three months ended February 28, 2011 and $ (117,250) during the same
period ended February 28, 2010. Cash used in operating activities was funded by cash from financing activities.



Cash From Investing
Activities



Net cash used in
investing activities totalled $ NIL during the three months ended February 28, 2011 as compared to cash used in investing activities
of $ (6,678) during the same period ended February 28, 2010.



Cash from Financing
Activities



We generated $42,000
cash from financing activities during the three months ended February 28, 2010 compared to cash from financing activities in the
amount of $18,172 during the same period ended February 28, 2010.

11


Table of Contents


Off Balance
Sheet Arrangements



As of February
28, 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 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 28, 2011, the Company has a working capital deficiency of $59,384. The Company has yet to achieve
profitable operations, has accumulated losses of $2,495,870 since its inception and expects to incur further losses in the development
of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional
funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or
on acceptable terms, if at all.



Item 3. Quantitative
and Qualitative Disclosures About Market Risk



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

12


Table of Contents


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.



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 February 28, 2011 that have materially affected or are reasonably likely
to materially affect, our internal control over financial reporting.



13


Table of Contents


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



During the current
reporting period, we closed a private placement consisting of 200,000 shares at a price of $0.25 per share for aggregate proceeds
of $50,000. We issued the 200,000 shares to one (1) non U.S. person (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

14


Table of Contents


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: | April 1, 2011                                                                                        
|      |                                                                                                      
|By:   | /s/ Tim DeHerrera


        Tim DeHerrera
        Title:
        Chief Executive Officer and Director