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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 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 August 31, 2009

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 000-52494

FORCE ENERGY CORP.(Exact name of registrant as specified in its charter)

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

708 11th Ave SW Suite 219, Calgary, Alberta, Canada T2R
0E4(Address of principal executive offices) (zip code)

403-457-3672
  (Registrants telephone number, including area code)

N/A(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. Yes
[X]    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 [  ]   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. See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ]                 | Accelerated
      filer                 
       [   ]
|--------------------------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ]                 | Smaller reporting company [X]                        
|(Do not check if a 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
[   ]    No [X]

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

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [   ]    No
[   ] N/A

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- 2 -

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable
date.46,444,000 shares of common stock as of October 19, 2009

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- 3 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.









FORCE ENERGY CORP.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009

(Stated in US Dollars)

(Unaudited)





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|FORCE ENERGY CORP.                   
|-------------------------------------
|(A Development Stage Company)        
|INTERIM CONSOLIDATED BALANCE SHEETS  
|August 31, 2009 and November 30, 2008
|(Stated in US Dollars)               
|(Unaudited)                          

|                                                                               |  |   | August 31  |   |   | November 30 |  
|------------------------------------------------------------------------------ |  | - | ---------- | - | - | ----------- | -
|                                                                               |  |   | 2009       |   |   | 2008        |  
|ASSETS                                                                         |  |   |            |   |   |             |  
|Current                                                                        |  |   |            |   |   |             |  
|Cash                                                                           |  | $ | 3,809      |   | $ | 458,940     |  
|Deposits                                                                       |  |   | 1,700      |   |   | 13,517      |  
|Prepaid expenses                                                               |  |   | -          |   |   | 268         |  
|                                                                               |  |   |            |   |   |             |  
|                                                                               |  |   | 5,509      |   |   | 472,725     |  
|                                                                               |  |   |            |   |   |             |  
|Property and equipment  Note 4                                                |  |   | 2,323      |   |   | 4,069       |  
|Oil and gas properties, at full cost                                           |  |   |            |   |   |             |  
|Unproved Properties 
      Note 5                                             |  |   | 354,946    |   |   | 165,702     |  
|                                                                               |  |   |            |   |   |             |  
|                                                                               |  | $ | 362,778    |   | $ | 642,496     |  
|                                                                               |  |   |            |   |   |             |  
|**LIABILITIES**                                                                |  |   |            |   |   |             |  
|                                                                               |  |   |            |   |   |             |  
|Current                                                                        |  |   |            |   |   |             |  
|Accounts payable and accrued
      liabilities  Note 6                        |  | $ | 164,518    |   | $ | 148,410     |  
|                                                                               |  |   |            |   |   |             |  
|Asset retirement obligation  Note 7                                           |  |   | 4,096      |   |   | -           |  
|                                                                               |  |   |            |   |   |             |  
|                                                                               |  |   | 168,614    |   |   | 148,410     |  
|                                                                               |  |   |            |   |   |             |  
|**STOCKHOLDERS EQUITY**                                                       |  |   |            |   |   |             |  
|                                                                               |  |   |            |   |   |             |  
|Preferred stock, $0.001 par value                                              |  |   |            |   |   |             |  
|10,000,000 shares authorized, none outstanding                                 |  |   |            |   |   |             |  
|Common stock, $0.001 par value  Note 8                                        |  |   |            |   |   |             |  
|270,000,000 shares authorized                                                  |  |   |            |   |   |             |  
|45,994,000
      shares issued (November 30, 2008, - 45,994,000 shares issued) |  |   | 45,994     |   |   | 45,994      |  
|Additional paid in capital                                                     |  |   | 1,323,302  |   |   | 1,323,302   |  
|Deficit accumulated during the development stage                               |  |   | (1,175,132 | ) |   | (875,210    | )
|                                                                               |  |   |            |   |   |             |  
|                                                                               |  |   | 194,164    |   |   | 494,086     |  
|                                                                               |  |   |            |   |   |             |  
|                                                                               |  | $ | 362,778    |   | $ | 642,496     |  

Nature of Operations and Ability to Continue as a Going Concern
   Note 2 
  Subsequent Event  Notes 5 and 9

SEE ACCOMPANYING NOTES

F-2

---

|FORCE ENERGY CORP.                                                                       
|-----------------------------------------------------------------------------------------
|(A Development Stage Company)                                                            
|INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                                            
|AND COMPREHENSIVE LOSS                                                                   
|for the three and nine month periods ended August 31,
      2009 and August 31, 2008, and
|for the period from November 1, 2006 (Date of Inception)                                 
|to August 31, 2009                                                                       
|(Stated in US Dollars)                                                                   
|(Unaudited)                                                                              

|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   | November 1,   |  
|--------------------------------- | - | ----------------- | - | - | ------------------ | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   | 2006 (Date of |  
|                                  |   | Nine months ended |   |   | Three months ended |   |   | Inception) to |  
|                                  |   | August 31,        |   |   | August 31,         |   |   | August 31,    |  
|                                  |   | 2009              |   |   | 2008               |   |   | 2009          |   |   | 2008       |   |   | 2009          |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   | (cumulative)  |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Expenses                          |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Accounting and audit
      fees   | $ | 74,414            |   | $ | 38,427             |   | $ | 32,110        |   | $ | 12,934     |   | $ | 157,508       |  
|Accretion expense                 |   | 365               |   |   | -                  |   |   | 313           |   |   | -          |   |   | 365           |  
|Bank charges                      |   | 842               |   |   | 286                |   |   | 108           |   |   | 57         |   |   | 1,877         |  
|Consulting fees                   |   | -                 |   |   | 405,000            |   |   | -             |   |   | -          |   |   | 408,500       |  
|Depreciation                      |   | 1,746             |   |   | -                  |   |   | 582           |   |   | -          |   |   | 2,328         |  
|Investor relations                |   | 18,000            |   |   | 21,000             |   |   | -             |   |   | 21,000     |   |   | 51,159        |  
|Legal fees                        |   | 29,598            |   |   | 36,999             |   |   | 5,853         |   |   | 9,550      |   |   | 124,590       |  
|Management fees  Note 6          |   | 141,750           |   |   | 110,250            |   |   | 47,250        |   |   | 47,250     |   |   | 299,250       |  
|Office expenses                   |   | 14,831            |   |   | 425                |   |   | 9,543         |   |   | -          |   |   | 21,844        |  
|Rent  Note 6                     |   | 15,685            |   |   | 6,000              |   |   | 3,149         |   |   | 3,000      |   |   | 30,793        |  
|Tax, penalties and
      interest |   | (50,000           | ) |   | -                  |   |   | (50,000       | ) |   | -          |   |   | -             |  
|Transfer and filing fees          |   | 9,629             |   |   | 14,040             |   |   | 3,877         |   |   | 7,535      |   |   | 46,186        |  
|Travel                            |   | 2,406             |   |   | 1,497              |   |   | -             |   |   | 1,497      |   |   | 9,502         |  
|Write-off of oil and gas costs    |   | 35,000            |   |   | -                  |   |   | -             |   |   | -          |   |   | 35,000        |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Loss before other items           |   | (294,266          | ) |   | (633,924           | ) |   | (52,785       | ) |   | (102,823   | ) |   | (1,188,902    | )
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Other items:                      |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Debt forgiveness                  |   | -                 |   |   | -                  |   |   | -             |   |   | -          |   |   | 610           |  
|Foreign exchange gain (loss)      |   | (5,656            | ) |   | -                  |   |   | (5,151        | ) |   | -          |   |   | 13,160        |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|                                  |   | (5,656            | ) |   | -                  |   |   | (5,151        | ) |   | -          |   |   | 13,770        |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Net loss and comprehensive loss   |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|for the period                    | $ | (299,922          | ) | $ | (633,924           | ) | $ | (57,936       | ) | $ | (102,823   | ) | $ | (1,175,132    | )
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Basic loss per share              | $ | (0.01             | ) | $ | (0.01              | ) | $ | (0.00         | ) | $ | (0.00      | ) |   |               |  
|                                  |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Weighted average number of shares |   |                   |   |   |                    |   |   |               |   |   |            |   |   |               |  
|outstanding                       |   | 44,994,546        |   |   | 45,179,205         |   |   | 44,994,546    |   |   | 45,994,000 |   |   |               |  

SEE ACCOMPANYING NOTES

F-3

---

|FORCE ENERGY CORP.                                                             
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|for the nine month periods ended August 31, 2009 and
      August 31, 2008, and
|for the period from November 1, 2006 (Date of Inception)                       
|to August 31, 2009                                                             
|(Stated in US Dollars)                                                         
|(Unaudited)                                                                    

|                                                                  |   |                   |   |   |               |   |   | Period from   |  
|----------------------------------------------------------------- | - | ----------------- | - | - | ------------- | - | - | ------------- | -
|                                                                  |   |                   |   |   |               |   |   | November 1,   |  
|                                                                  |   |                   |   |   |               |   |   | 2006 (Date of |  
|                                                                  |   | Nine Months Ended |   |   | Inception) to |  
|                                                                  |   | August 31,        |   |   | August 31,    |  
|                                                                  |   | 2009              |   |   | 2008          |   |   | 2009          |  
|                                                                  |   |                   |   |   |               |   |   | (cumulative)  |  
|Cash Flows provided by (used in) Operating
      Activities       |   |                   |   |   |               |   |   |               |  
|Net loss for the period                                           | $ | (299,922          | ) | $ | (633,924      | ) | $ | (1,175,132    | )
|Adjustments to reconcile net
      loss to net cash               |   |                   |   |   |               |   |   |               |  
|used in operating activities:                                     |   |                   |   |   |               |   |   |               |  
|Consulting fees paid in stock                                     |   | -                 |   |   | 405,000       |   |   | 405,000       |  
|Debt forgiveness                                                  |   | -                 |   |   | -             |   |   | (610          | )
|Accretion expense                                                 |   | 365               |   |   | -             |   |   | 365           |  
|Depreciation                                                      |   | 1,746             |   |   | -             |   |   | 2,328         |  
|Write-off of oil and gas costs                                    |   | 35,000            |   |   | -             |   |   | 35,000        |  
|Changes in non-cash working capital items
      related           |   |                   |   |   |               |   |   |               |  
|to operations:                                                    |   |                   |   |   |               |   |   |               |  
|Deposits                                                          |   | 11,817            |   |   | -             |   |   | (1,700        | )
|Prepaid expenses                                                  |   | 268               |   |   | -             |   |   | -             |  
|Accounts payable
      and accrued liabilities                    |   | 16,108            |   |   | 63,488        |   |   | 125,366       |  
|                                                                  |   |                   |   |   |               |   |   |               |  
|Net cash used in operating activities                             |   | (234,618          | ) |   | (165,436      | ) |   | (609,383      | )
|                                                                  |   |                   |   |   |               |   |   |               |  
|Cash Flows used in Investing Activities                           |   |                   |   |   |               |   |   |               |  
|Advance of loan receivable                                        |   | -                 |   |   | -             |   |   | -             |  
|Acquisition of property and equipment                             |   | -                 |   |   | -             |   |   | (4,651        | )
|Acquisition and development costs of oil
      and gas properties |   | (221,038          | ) |   | (50,000       | ) |   | (373,688      | )
|                                                                  |   |                   |   |   |               |   |   |               |  
|Net cash used in investing activities                             |   | (221,038          | ) |   | (50,000       | ) |   | (378,339      | )
|                                                                  |   |                   |   |   |               |   |   |               |  
|Cash Flows provided by Financing Activities                       |   |                   |   |   |               |   |   |               |  
|Capital stock issued                                              |   | -                 |   |   | 750,000       |   |   | 967,000       |  
|Cash acquired on reverse
      acquisition                        |   | -                 |   |   | -             |   |   | 37,058        |  
|                                                                  |   |                   |   |   |               |   |   |               |  
|Net cash provided by financing activities                         |   | -                 |   |   | 750,000       |   |   | 1,004,058     |  
|                                                                  |   |                   |   |   |               |   |   |               |  
|Effect of foreign currency translation                            |   | 525               |   |   | -             |   |   | (12,527       | )
|                                                                  |   |                   |   |   |               |   |   |               |  
|Increase (decrease) in cash during the
      period               |   | (455,131          | ) |   | 534,564       |   |   | 3,809         |  
|                                                                  |   |                   |   |   |               |   |   |               |  
|Cash, beginning of the period                                     |   | 458,940           |   |   | 37,184        |   |   | -             |  
|                                                                  |   |                   |   |   |               |   |   |               |  
|Cash, end of the period                                           | $ | 3,809             |   | $ | 571,748       |   | $ | 3,809         |  

SEE ACCOMPANYING NOTES

F-4

---

|FORCE ENERGY CORP.                                                               
|---------------------------------------------------------------------------------
|(A Development Stage Company)                                                    
|INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY                          
|for the period from November 1, 2006 (Date of Inception)
      to August 31, 2009
|(Stated in US Dollars)                                                           
|(Unaudited)                                                                      

|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   | Deficit     |   |   |          |  
|---------------------------------------------------- |  | ----------- |  |  | ------------- |  | - | --------- |  | - | ----------- | - | - | ----------- | - | - | -------- | -
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   | Accumulated |   |   |          |  
|                                                     |  |             |  |  |               |  |   |           |  |   | Additional  |   |   | During the  |   |   |          |  
|                                                     |  |             |  |  | Common Shares |  |   | Paid-in   |  |   | Development |   |   |             |  
|                                                     |  |             |  |  | Number        |  |   | Par Value |  |   | Capital     |   |   | Stage       |   |   | Total    |  
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Capital stock issued for cash                        |  |  at $0.005 |  |  | 23,000,000    |  | $ | 23,000    |  | $ | 92,000      |   | $ | -           |   | $ | 115,000  |  
|Less: commissions                                    |  |             |  |  | -             |  |   | -         |  |   | (8,000      | ) |   | -           |   |   | (8,000   | )
|Net loss and comprehensive loss for the
      period |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (8,944      | ) |   | (8,944   | )
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance, November 30, 2006                           |  |             |  |  | 23,000,000    |  |   | 23,000    |  |   | 84,000      |   |   | (8,944      | ) |   | 98,056   |  
|Pursuant to agreement of merger and plan of          |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|reorganization                                       |  |             |  |  | 21,354,000    |  |   | 21,354    |  |   | (24,058     | ) |   | -           |   |   | (2,704   | )
|Capital stock issued for cash                        |  |  at $0.25  |  |  | 240,000       |  |   | 240       |  |   | 59,760      |   |   | -           |   |   | 60,000   |  
|                                                     |  |  at $0.50  |  |  | 100,000       |  |   | 100       |  |   | 49,900      |   |   | -           |   |   | 50,000   |  
|Net loss and comprehensive loss for the year         |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (79,859     | ) |   | (79,859  | )
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance November 30, 2007                            |  |             |  |  | 44,694,000    |  |   | 44,694    |  |   | 169,602     |   |   | (88,803     | ) |   | 125,493  |  
|Capital stock issued for cash                        |  |  at $0.75  |  |  | 1,000,000     |  |   | 1,000     |  |   | 749,000     |   |   | -           |   |   | 750,000  |  
|Pursuant to consulting service agreements  Note 8   |  |  at $1.35  |  |  | 300,000       |  |   | 300       |  |   | 404,700     |   |   | -           |   |   | 405,000  |  
|Net loss and comprehensive loss for the
      year   |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (786,407    | ) |   | (786,407 | )
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance November 30, 2008                            |  |             |  |  | 45,994,000    |  |   | 45,994    |  |   | 1,323,302   |   |   | (875,210    | ) |   | 494,086  |  
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Net loss and comprehensive loss for the
      period |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (299,922    | ) |   | (299,922 | )
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance August 31, 2009                              |  |             |  |  | 45,994,000    |  | $ | 45,994    |  | $ | 1,323,302   |   | $ | (1,175,132  | ) | $ | 194,164  |  

SEE ACCOMPANYING NOTES

F-5

---

FORCE ENERGY CORP.(A Development Stage
  Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  August 31,
  2009 
  (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, 2008. 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, 2008, has been omitted. The results of operations for the
      nine-month period ended August 31, 2009 are not necessarily indicative of
      results for the entire year ending November 30, 2009.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 effect 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-6

---

Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements 
  August
  31, 2009 
  (Stated in US Dollars) 
  (Unaudited)

|Note 2 | Nature of Operations and Ability to Continue
      as a Going Concern - (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | At August 31, 2009, the Company has a working
      capital deficiency of $159,009, has accumulated losses of $1,175,132 since
      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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Note 3 | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Recently adopted accounting
      pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On December 1, 2008, the Statement of Financial
      Accounting Standards (SFAS) No. 161, Disclosures about Derivative
      Instruments and Hedging Activities, an amendment of FASB Statement No.
      133, became effective for the Company. The adoption of SFAS 161 had no
      effect on the financial position and results of operations of the Company
      because the Company has not entered into any hedging arrangements nor
      issued any derivative instruments during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | In December 2008, the FASB issued FSP FAS140-4
      and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about
      Transfers of Financial Assets and Interests in Variable Interest
      Entities. This disclosure-only FSP improves the transparency of transfers
      of financial assets and an enterprises involvement with variable interest
      entities, including qualifying special-purpose entities. This FSP is
      effective for the first reporting period (interim or annual) ending after
      December 15, 2008, with earlier application encouraged. There was no
      impact on the Companys quarterly financial statements resulting from the
      adoption of this standard.                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | In May 2009, the FASB issued Statement No. 165,
      Subsequent Events. Statement 165 establishes general standards of
      accounting for and disclosure of events that occur after the balance sheet
      date but before the financial statements are issued or are available to be
      issued. The Company adopted Statement 165 on June 1, 2009. Adoption of
      this Statement did not impact the Companys consolidated financials other
      than the required additional disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-7

---

Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements
  August 31,
  2009
  (Stated in US Dollars) 
  (Unaudited)

|Note 3 | New Accounting Standards (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Recent Accounting Pronouncements Not Yet
      Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In June 2008, the FASB ratified EITF Issue No.
      07-5, Determining Whether an Instrument (or an Embedded Feature) is
      Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 provides that an
      entity should use a two step approach to evaluate whether an equity-linked
      financial instrument (or embedded feature) is indexed to its own stock,
      including evaluating the instruments contingent exercise and settlement
      provisions. It also clarifies on the impact of foreign currency
      denominated strike prices and market-based employee stock option valuation
      instruments on the evaluation. EITF 07-5 is effective for fiscal years
      beginning after December 15, 2008. The Company is currently assessing the
      impact, if any, on its financial position and results of operations.                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In June 2009, the FASB issued Statement No.
      167, Amendments to FASB Interpretation No. 46(R).
      Statement 167 amends the evaluation criteria to identify the primary
      beneficiary of a variable interest entity provided by FASB Interpretation
      No. 46(R) Consolidation of Variable Interest EntitiesAn Interpretation
      of ARB No. 51. Additionally, Statement 167 requires ongoing reassessments
      of whether an enterprise is the primary beneficiary of the variable
      interest entity. The Company is currently evaluating the impact of its
      pending adoption on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | In June 2009, the FASB issued SFAS No. 168,
      FASB Accounting Standards CodificationTMand the Hierarchy of
      Generally Accepted Accounting Principles, a replacement of SFAS No. 162
      (Statement 168). Statement 168 establishes the FASB Accounting Standards
      Codification as the source of authoritative accounting principles
      recognized by the FASB to be applied in the preparation of financial
      statements in conformity with generally accepted accounting principles.
      Statement 168 explicitly recognizes rules and interpretive releases of the
      Securities and Exchange Commission (SEC) under federal securities laws
      as authoritative GAAP for SEC registrants. Statement 168 is effective for
      financial statements issued for fiscal years and interim periods ending
      after September 15, 2009. The Company will adopt Statement 168 in the
      final quarter of fiscal year 2010.

F-8

---

Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements 
  August
  31, 2009 
  (Stated in US Dollars) 
  (Unaudited)

|Note 4 | Property and Equipment                                 
|------ | -------------------------------------------------------
|       |                                                        
|       | Property and equipment consists of the
      following:

| |                                 |   | August 31, |   |   | November 30, |  
| | ------------------------------- | - | ---------- | - | - | ------------ | -
| |                                 |   | 2009       |   |   | 2008         |  
| | Computer equipment and software | $ | 4,275      |   | $ | 4,275        |  
| | Less: Accumulated depreciation  |   | (2,140     | ) |   | (535         | )
| |                                 |   | 2,135      |   |   | 3,740        |  
| | Office equipment                |   | 376        |   |   | 376          |  
| | Less: Accumulated depreciation  |   | (188       | ) |   | (47          | )
| |                                 |   | 188        |   |   | 329          |  
| |                                 | $ | 2,323      |   | $ | 4,069        |  

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

| |                                     | August 31, 2009
| | ----------------------------------- | ---------------
| |                                     |                
| |                                     |                
| | Unproved properties                 |                
| | - acquisition
      costs           | $              
| | - development costs                 |                
| | - asset
      retirement obligation |                
| |                                     |                
| |                                     | $              

| |                           | November 30, 2008
| | ------------------------- | -----------------
| |                           |                  
| | Unproved properties       |                  
| | - acquisition
      costs | $                
| | - development costs       |                  
| |                           |                  
| |                           | $                

F-9

---



Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements 
  August
  31, 2009 
  (Stated in US Dollars) 
  (Unaudited)

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

F-10

---



Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements
  August 31,
  2009 
  (Stated in US Dollars) 
  (Unaudited)

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

F-11

---

Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements 
  August
  31, 2009 
  (Stated in US Dollars) 
  (Unaudited)

|Note 6 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Accounts payable at August 31, 2009 include
      $111,124 (November 30, 2008 - $64,250); owing to the Companys director
      and companies controlled by the Companys director for unpaid corporate
      expenses of $14,374 (November 30, 2008 - $14,750), unpaid management fees
      of $96,750 (November 30, 2008 - $48,500) and rent of $nil (November 30,
      2008 - $1,000) respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | During the three and nine month period ended
      August 31, 2009, total management fees charged by the Companys director
      were $47,250 and $141,750 respectively (three and nine month periods ended
      August 31, 2008: $47,250 and $110,250). The rent expenses reimbursed to
      the company controlled by the Companys director during the three and nine
      month period ended August 31, 2009 were $3,150 and $5,250 (three and nine
      month period ended August 31, 2008: $3,000 and $6,000).                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 7 | Asset Retirement Obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Total future asset retirement obligations were
      estimated by management based on the Companys net ownership interest,
      estimated costs to reclaim and abandon the wells and the estimated timing
      of the costs to be incurred in future periods. The Company has estimated
      the net present value of its total assets retirement obligations at August
      31, 2009 to be $4,096. (November 30, 2008 - $nil), based on a total
      undiscounted liability of $6,416 (Cdn$7,000) in the Hayter Prospect,
      Alberta, Canada. These payments are expected to be made over the next ten
      years, with the majority of the cost incurred between 2016 and 2019. The
      Companys credit adjusted risk free rate of 15% and an inflation rate of
      8% were used to calculate the present value of the asset retirement
      obligation.

| |                              |   | August 31, |  |   | November 30, | 
| | ---------------------------- | - | ---------- |  | - | ------------ | 
| |                              |   | 2009       |  |   | 2008         | 
| |                              |   |            |  |   |              | 
| | Balance, beginning of period | $ | -          |  | $ | -            | 
| | Liabilities incurred         |   | 3,206      |  |   | -            | 
| | Accretion expense            |   | 365        |  |   | -            | 
| | Effect of foreign exchange   |   | 525        |  |   | -            | 
| |                              |   |            |  |   |              | 
| |                              | $ | 4,096      |  | $ | -            | 

F-12

---



Force Energy Corp.(A Development Stage
  Company)
  Notes to the Interim Consolidated Financial Statements 
  August
  31, 2009
  (Stated in US Dollars) 
  (Unaudited)

|Note 8 | Capital Stock                                                                                                                                                                                                          
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                        
|       | During the period ended November 30, 2006, the
      Company issued 23,000,000 common shares at $0.005 for total proceeds of
      $115,000. The Company paid commissions of $8,000 for net proceeds of
      $107,000.
|       |                                                                                                                                                                                                                        
|       | On December 29, 2006, the Company issued
      21,354,000 common shares as a result of the reverse merger and
      recapitalization.                                                                                  
|       |                                                                                                                                                                                                                        
|       | On April 5, 2007, the Company issued 240,000
      common shares at $0.25 per share for total proceeds of $60,000 pursuant to
      a private placement.                                                               
|       |                                                                                                                                                                                                                        
|       | On November 30, 2007, the Company issued
      100,000 common shares at $0.50 per share for total proceeds of $50,000
      pursuant to a private placement.                                                           
|       |                                                                                                                                                                                                                        
|       | On April 16, 2008, the Company agreed to issue
      300,000 common shares (issued May 2008) with a fair value of $1.35 per
      share totalling $405,000 pursuant to three consultancy contracts.                    
|       |                                                                                                                                                                                                                        
|       | On April 17, 2008, the Company issued 1,000,000
      common shares at $0.75 per share for total proceeds of $750,000 pursuant
      to a private placement.                                                           
|       |                                                                                                                                                                                                                        
|Note 9 | Subsequent Events                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                        
|       | The Company entered into private placement
      agreements to raise a total of $250,000 through the issuance of 333,333
      common shares at $ 0.75 per share. To date, the Company has raised
      $25,000.       
|       |                                                                                                                                                                                                                        
|       | The Company evaluated subsequent events in
      accordance with SFAS No. 165 Subsequent Events through the financial
      statements filing date of October 20, 2009                                               

F-13

---

- 5 -

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

Forward-Looking Statements

This quarterly report contains forward-looking statements as
that term is defined in Section 27A of the United States Securities Act of 1933
and Section 21E of the United States Securities Exchange Act of 1934. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expect, plan, anticipate, believe, estimate, predict,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk and Uncertainties, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this quarterly report and in
our unaudited interim financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
unaudited interim financial statements and the related notes that appear
elsewhere in this quarterly report.

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

Our Current Business

We are currently engaged in the business of identifying,
evaluating, and qualifying potential natural gas and oil wells; investing in
interests in those wells with the goal of producing commercially marketable
quantities of oil and natural gas. The majority of our business is derived from
projects identified by our principals. Our strategy is to identify low to
moderate risk oil and natural gas reserves by reviewing and reprocessing
previously recorded seismic data with a view to a deeper target in our analysis
than when the data was originally recorded. This approach allows us to evaluate
potential oil and natural gas sites for development without the operational and
financial commitment which would be required to record new seismic data on
comparable sites. By entering into participation agreements with companies which
have possession of such seismic data, our operational costs are limited to the
cost of analysis until such time as we have identified reserves for development.
We intend to increase our staff and expand our operations into these areas of
activity should we establish sufficient cash flows in the next twelve months to
support these activities. We presently hold a 50% working interest of the County
Line Energy Corp. interest in the Hayter Well located in Alberta, Canada, and a
75% working interest in the Diamond Springs Prospect located within the Wind
River Basin, Wyoming.

County Line Energy Corp. is the operator of the Hayter well. As
of the date of this quarterly report, the Hayter well has been cased and
cemented in anticipation of the completion of the drill program. County Line
plans to enter the Hayter well, perforate the potential pay zone(s) and conduct
regular production testing of the zone(s). Should the testing confirm adequate
oil reserves and potential economic flow rates, County Line is expected to
install adequate pumping equipment and other surface facilities in anticipation
of the projected flow rates.

We are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. We intend to permit three
wells in section 9 of the Diamond Springs Prospect within the next ninety days.
Providing there are no time setbacks in the permitting process (ie:
environmental or wildlife preservation) we intend to drill at least one well by
the end of this drilling season in Wyoming.

---

- 6 -

We did not earn any revenues during the quarter ended August
31, 2009. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well, Diamond Springs Prospect, or from
any other properties or projects in which we hold a working or direct interest.

Recent Corporate Developments

Since the commencement of our quarter ended August 31, 2009, we
have experienced the following significant corporate developments:

|1. | During our first fiscal quarter of 2009 we advanced
      $23,938 (CDN$29,000) to County Line Energy Corp for costs and expenses
      associated with the Hayter Well as an unsecured loan. On October 16, 2009
      we entered into an amendment to our participation agreement with County
      Line pursuant to which we acquired an additional 30% working interest in
      the Hayter Well in consideration of a release by Force from all amounts
      owed by County Line to Force. Following our entry into the amended
      participation agreement we now hold a 50% working interest of the County
      Line Energy Corp. interest in the Hayter Well.                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | On March 9, 2009, Force received a report on reserves
      data for the Hayter Well prepared by its independent engineers. The report
      was prepared in accordance with the standards set out in the Canadian Oil
      and Gas Evaluation Handbook (COGE handbook). The reserves data are
      estimates of proved reserves and probable reserves and related future net
      revenue as at November 30, 2008. The results of our reserves report were
      included in our annual report on Form 10-K for the year ended November 30,
      2008.                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | On March 11, 2009 we entered into a loan agreement with
      G2 Petroleum, LLC pursuant to which we advanced to G2 Petroleum, LLC
      $175,000. The loan was intended to form part of the purchase price for our
      acquisition of a working interest in the Diamond Springs Prospect. As
      consideration for the advance of the loan, G2 Petroleum agreed that the
      $50,000 paid by us under the prior letter agreement between the parties
      would be included as part of the purchase price of a new agreement between
      the parties respecting the acquisition of G2 Petroleums working interest
      in the Diamond Springs Prospect. The loan is unsecured and payable on
      demand.                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | On July 9, 2009 we completed the acquisition of a 50%
      interest in the Diamond Springs Prospect in accordance with the terms of
      an assignment agreement with G2 Petroleum, LLC dated effective June 20,
      2009. Pursuant to the terms of the assignment agreement, in consideration
      of the transfer of the 50% interest in the Diamond Springs Prospect we
      agreed to set-off $50,000 of G2s indebtedness to us under the prior
      letter agreement between the parties and we agreed to set-off $175,000
      against G2s indebtedness under the loan agreement between the parties
      dated March 11, 2009. In connection with the assignment agreement we
      agreed to sign a release in favour of G2, releasing them from all further
      obligations under the loan agreement and the letter agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | Effective September 16, 2009 we completed the acquisition
      of a further 25% interest in the Diamond Springs Prospect in accordance
      with the terms of an assignment agreement with G2 Petroleum, LLC dated
      effective September 16, 2009. Pursuant to the terms of the assignment
      agreement, in consideration of the purchase of a 25% working interest in
      the Diamond Springs Prospect we agreed to issue G2 Petroleum 450,000
      common shares at a price of $0.32 per common share for total consideration
      of $144,000. Following completion of the acquisition, we currently hold a
      75% working interest in the Diamond Springs Prospect located within the
      Wind River Basin, Wyoming.                                                                                                          

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited consolidated financial statements for the
three and nine month periods ended August 31, 2009 which are included
herein.

Our operating results for the three and nine month periods
ended August 31, 2009 and 2008 are summarized as follows:

---

- 7 -

|                                |   | Three Months Ended |  |   | Nine Months Ended | 
|------------------------------- | - | ------------------ |  | - | ----------------- | 
|                                |   | August
      31,   |  |   | August
      31,  | 
|                                |   | 2009               |  |   | 2008              | 
|Revenue                         | $ | -                  |  | $ | -                 | 
|Operating Expenses              |   | 52,785             |  |   | 102,823           | 
|Net Loss and Comprehensive Loss | $ | 57,936             |  | $ | 102,823           | 

Revenues

We have not earned any revenues to date, and do not anticipate
earning revenues until such time as we encounter commercially productive oil or
gas reservoirs on our oil and gas prospects. All of our oil and gas prospects
are undeveloped. The significant reduction in the price of oil following the
global economic crises has materially affected our anticipated revenue stream
from our property interests. We anticipate that our company will continue to
incur expenses without generating significant revenues. 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 three and nine month periods ended August
31, 2009 and 2008 are outlined in the table below:

|                               |   | Three Months Ended |   |   | Nine Months Ended | 
|------------------------------ | - | ------------------ | - | - | ----------------- | 
|                               |   | August
      31,   |   |   | August
      31,  | 
|                               |   | 2009               |   |   | 2008              | 
|Accounting and audit fees      | $ | 32,110             |   | $ | 12,934            | 
|                               |   |                    |   |   |                   | 
|Accretion expense              |   | 313                |   |   | -                 | 
|                               |   |                    |   |   |                   | 
|Bank charges                   |   | 108                |   |   | 57                | 
|                               |   |                    |   |   |                   | 
|Consulting fees                |   | -                  |   |   | -                 | 
|                               |   |                    |   |   |                   | 
|Depreciation                   |   | 582                |   |   | -                 | 
|Investor relations             |   | -                  |   |   | 21,000            | 
|Legal fees                     |   | 5,853              |   |   | 9,550             | 
|Management fees                |   | 47,250             |   |   | 47,250            | 
|Office expenses                |   | 9,543              |   |   | -                 | 
|Rent                           |   | 3,149              |   |   | 3,000             | 
|Tax penalties and interest     |   | (50,000            | ) |   | -                 | 
|Transfer and filing fees       |   | 3,877              |   |   | 7,535             | 
|Travel                         |   | -                  |   |   | 1,497             | 
|                               |   |                    |   |   |                   | 
|Write off of oil and gas costs |   | -                  |   |   | -                 | 
|                               |   |                    |   |   |                   | 
|Total Expenses                 | $ | 52,785             |   | $ | 102,823           | 

The decrease in our expenses for the nine months ended August
31, 2009 compared to the comparative period ended August 31, 2008 was due mainly
to a decrease in consulting fees. Excluding consulting fees, our total expenses
during the nine months ended August 31, 2009 increased by $65,342 as compared to
same period in 2008 primarily due to the following: increased professional fees
associated with our reporting obligations under the Securities Exchange Act of
1934 and under applicable Canadian regulations, increased management fees and
rent costs, and the write off of oil and gas costs. Our prior accrual for tax
penalties and interest of $50,000 was reversed due to the Internal Revenue
Service extending the tax holiday for foreign reporting requirements.

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- 8 -

On April 16, 2008, we entered into three management advisory
consulting agreements, all of which expired on April 16, 2009. Pursuant to the
terms of the consulting agreements, the consultants received 100,000 common
shares each as an inducement for entering into the agreements. These were
recorded at their fair value of $1.35 per share, totaling $405,000. Prospect
evaluation services are charged by each consultant at $800 per day plus a 1%
overriding royalty interest in the project being evaluated. In addition, each
consultant will receive $35,000 and a 3% overriding royalty interest in any
prospective projects generated by the consultant. In addition, one of the
consultants will be entitled to receive a contractual hourly rate of $300 per
hour or $2,000 per day, whichever is less for legal services. We are currently
in the process of renewing the agreements with the consultants.

Liquidity and Capital Resources

Working Capital

|                           |   |                 |   |   | As at        |  |  | Percentage |  
|-------------------------- | - | --------------- | - | - | ------------ |  |  | ---------- | -
|                           |   | As at           |   |   | November 30, |  |  | Increase / |  
|                           |   | August 31, 2009 |   |   | 2008         |  |  | (Decrease) |  
|Current assets             | $ | 5,509           |   | $ | 472,725      |  |  | (98.8%     | )
|Current liabilities        | $ | 164,518         |   | $ | 148,410      |  |  | (13.6%     | )
|Working capital deficiency | $ | (159,009        | ) | $ | 324,315      |  |  | (150.2%    | )

Cash Flows

|                                       |   | Nine Month      |   |   | Nine Month      |   |  | Percentage |  
|-------------------------------------- | - | --------------- | - | - | --------------- | - |  | ---------- | -
|                                       |   | Period Ended    |   |   | Period Ended    |   |  | Increase / |  
|                                       |   | August 31, 2009 |   |   | August 31, 2008 |   |  | (Decrease) |  
|Net cash used in operating activities  | $ | (234,618        | ) | $ | (165,436        | ) |  | 41.8%      |  
|Net cash used in investing activities  | $ | (221,038        | ) | $ | (50,000         | ) |  | 342.1%     |  
|Net cash provided by financing         | $ | -               | 4 | $ | 750,000         |   |  | (100%      | )
|activities                             |   |                 |   |   |                 |   |  |            |  
|Effect of foreign currency translation | $ | 525             |   | $ | -               |   |  | 100%       |  
|Increase (decrease) in cash            | $ | (455,131        | ) | $ | 534,564         |   |  | 185.1%     |  

We anticipate that we will incur approximately $750,000 for
operating and drilling expenses, including, legal, accounting and audit expenses
associated with our reporting requirements as a public company under the
Securities Exchange Act of 1934 during the next twelve months.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $234,618
during the nine month period ended August 31, 2009 and $165,436 during the nine
month period ended August 31, 2008. Cash used in operating activities was funded
by cash from past financing activities.

Cash Used In Investing Activities

We used cash in investing activities in the amount of 221,038
during the nine month period ended August 31, 2009 and $50,000 during the nine
month period ended August 31, 2008. Cash used in investing activities was funded
by cash from past financing activities.

Cash Provided by Financing Activities

No cash was provided by financing activities during the nine
  month period ended August 31, 2009 and $750,000 was provided during the nine
  month period ended August 31, 2008.

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- 9 -

Disclosure of Outstanding Share Data

As at the date of this quarterly report, we had 46,444,000
shares of common stock issued and outstanding. We do not have any warrants,
options or shares of any other class issued and outstanding as at the date of
this quarterly report.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through August 31,
2009 have incurred losses of $1,175,132 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or shareholder loans.

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

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

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Future Financings

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred a net loss of $299,922 for the nine
month period ended August 31, 2009. As of August 31, 2009, we had working
capital deficiency of $159,009 and our estimated expenses over the next twelve
months are $750,000. We do not expect positive cash flow from operations in the
near term. Accordingly we will be required to obtain additional financing to
fund our operations for the next twelve months.

We will depend almost exclusively on outside capital to pay for
the continued exploration and development of our properties. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
Capital may not continue to be available if necessary to meet these continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

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- 10 -

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Risks and Uncertainties

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward looking statements include any projections or estimates
made by us and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.

Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements. Prospective investors should consider carefully the
risk factors set out below.

We have had negative cash flows from operations.

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totalling $299,922 for the nine
month period ended August 31, 2009. As of August 31, 2009, we had working
capital deficiency of $159,009. We do not expect positive cash flow from
operations in the near term. There is no assurance that actual cash requirements
will not exceed our estimates. In particular, additional capital may be required
in the event that:

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

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through August 31,
2009 have incurred losses of $1,175,132 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or stockholder loans.

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

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

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- 11 -

We depend on outside capital to pay for the exploration and
development of our properties

We depend almost exclusively on outside capital to pay for the
continued exploration and development of our properties. Such outside capital
may include the sale of additional stock and/or commercial borrowing. Capital
necessary to meet these continuing exploration and development costs may not
continue to be available or, if the capital is available, it may not available
on terms acceptable to us. The issuance of additional equity securities by us
would result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to continue our current operations. If our stock price declines, we may
not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.

We have a history of losses and fluctuating operating
results.

From inception through to August 31, 2009, we have incurred
aggregate losses of $1,175,132. Our net loss for the nine month period ended
August 31, 2009 was $299,922 and $633,924 for the nine month period ended August
31, 2008. There is no assurance that we will operate profitably or will generate
positive cash flow in the future. In addition, our operating results in the
future may be subject to significant fluctuations due to many factors not within
our control, such as the general economic cycle, the market price of oil and gas
and exploration and development costs. If we cannot generate positive cash flows
in the future, or raise sufficient financing to continue our normal operations,
then we may be forced to scale down or even close our operations.

Until such time as we generate revenues, we expect an increase
in development costs and operating costs. Consequently, we expect to incur
operating losses and negative cash flow until our properties enter commercial
production, if any.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have no history of revenues from operations and have no
significant tangible assets. We have yet to generate positive earnings and there
can be no assurance that we will ever operate profitably. Our company has a
limited operating history and must be considered in the development stage. The
success of our company is significantly dependent on a successful acquisition,
drilling, completion and production program. Our companys operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.

Due to the speculative nature of the exploration of oil and
gas properties, there is substantial risk that our business will
fail.

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- 12 -

The business of oil and gas exploration and development is
highly speculative involving substantial risk. There is generally no way to
recover any funds expended on a particular property unless reserves are
established and unless we can exploit such reserves in an economic manner. We
can provide investors with no assurance that any property interest that we may
acquire will provide commercially exploitable reserves. Any expenditure by our
company in connection with locating, acquiring and developing an interest in a
mineral or oil and gas property may not provide or contain commercial quantities
of reserves.

Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
are engaged in the business of exploring and, if warranted, developing
commercial reserves of oil and gas. Our properties are in the exploration stage
only and are without known reserves of oil and gas. Accordingly, we have not
generated any revenues nor have we realized a profit from our operations to date
and there is little likelihood that we will generate any revenues or realize any
profits in the short term. Any profitability in the future from our business
will be dependent upon locating and developing economic reserves of oil and gas,
which itself is subject to numerous risk factors as set forth herein. Since we
have not generated any revenues, we will have to raise additional monies through
the sale of our equity securities or debt in order to continue our business
operations.

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

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

The current global financial crisis that began in 2008 has had
a material adverse effect on our financial results and proposed plan of
operations due to a significant reduction in the demand and pricing for oil and
gas. A continued recession in 2009 may lead to further significant fluctuations
in demand and pricing for oil and gas. If we elect to proceed with the
development of any of our property interests, our profitability may be
significantly affected by decreased demand. We are not able to predict the
timing, extent and duration of the economic cycles in the markets in which we
operate.

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

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

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

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- 13 -

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

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

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

The acquisition of interests in oil and gas properties involves
certain risks. Title to such interests and the borders of such interests may be
disputed. Such interests may be subject to prior unregistered agreements or
transfers and title may be affected by undetected defects. If it is determined
that any of our company's interests are based upon an invalid title, a disputed
border, or subject to a prior right, the balance sheet of our company will be
adversely affected and we may not be able to recover damages without incurring
expensive litigation costs.

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

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

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

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

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

In general, our exploration and production activities are
subject to certain federal, state, local, and foreign laws and regulations
relating to environmental quality and pollution control. Such laws and
regulations increase the costs of

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- 14 -

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

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

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

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

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

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

Operations in which we will have a direct or indirect interest
will be subject to all the hazards and risks normally incidental to the
exploration, development and production of oil and gas properties, any of which
could result in damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal
liability for any or all damage. We do not currently maintain liability
insurance and may not obtain such insurance in the future. The nature of these
risks is such that liabilities could represent a significant cost to our
company, and may ultimately force our company to become bankrupt and cease
operations.

Any change to government regulation/administrative practices
may have a negative impact on our ability to operate and/or our
profitability.

The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States or any other jurisdiction, may be changed, applied or interpreted
in a manner which will fundamentally alter the ability of our company to carry
on our business.

The actions, policies or regulations, or changes thereto, of
any government body or regulatory agency, or other special interest groups, may
have a detrimental effect on us. Any or all of these situations may have a
negative impact on our ability to operate and/or our profitably.

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- 15 -

We may be unable to retain key employees or
consultants.

We may be unable to retain key employees or consultants or
recruit additional qualified personnel. Our extremely limited personnel means
that we would be required to spend significant sums of money to locate and train
new employees in the event any of our employees resign or terminate their
employment with us for any reason. Due to our limited operating history and
financial resources, we are entirely dependent on the continued service of Mr.
Rahim Rayani, our chief executive officer. Further, we do not have key man life
insurance on Mr. Rayani. We may not have the financial resources to hire a
replacement if Mr. Rayani were to die. The loss of service of Mr. Rayani could
therefore significantly and adversely affect our operations.

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

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- 16 -

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, 2009, 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 effected 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 has been no change in the internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of ss.240.13a -15 or ss.240.15d -15 of the Exchange Act that occurred during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

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- 17 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

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ITEM 5. OTHER INFORMATION.

Management of Force Energy Corp. has determined that,
following the closing of its acquisition of County Line Energy Corps 50%
working interest in the Hayter Well located in Alberta, Canada, and a 75%
working interest in the Diamond Springs Prospect located within the Wind River
Basin, Wyoming, our company has ceased to be a shell company as defined in rule
12b-2 of the Securities Exchange Act of 1934. The following constitutes Form 10
Information regarding the business of our company following the closing of the
above noted acquisitions.

FORM 10 INFORMATION

ITEM 1. BUSINESS

Corporate History

Prior to December 29, 2006, our business plan was focused on
proceeding with the exploration of the Snippaker mineral claims to determine
whether there are commercially exploitable mineral reserves. In 2006, our
management was presented with a business opportunity by the management of a
private company named Nuance Resources, Corp. that upon evaluation proved more
interesting than our previous business plan. As a result, our management
suspended its efforts in relation to the exploration of the Snippaker mineral
claims at the time and entered into negotiations with Nuance Resources, Corp.
After conducting our due diligence and concluding negotiations it was determined
that a reverse acquisition of Nuance Resources, Corp. potentially presented
greater benefits for our company than the unproven Snippaker mineral claims. In
order to pursue this new business opportunity, we terminated our exploration
activities and entered into negotiations for an agreement of merger and plan of
reorganization.

On December 29, 2006, we consummated an agreement of merger and
plan of reorganization with Nuance Resources, Corp. and Farrier Acquisition,
Inc. (Farrier Acquisition), our wholly-owned Nevada subsidiary formed for the
purpose of effecting the transaction. In connection with the closing of the
merger transaction, Farrier Acquisition merged with and into Nuance Resources,
Corp., and Nuance Resources, Corp. became a wholly-owned subsidiary of Farrier
Resources Corp. named Nuance Resources Corp.. In accordance with the agreement
of merger and plan of reorganization, the stockholders of Nuance Resources,
Corp. received the right to receive one share of our common stock for each
issued and outstanding share of Nuance Resources, Corp.s common stock. As a
result, at closing, in exchange for 100% of the outstanding capital stock of
Nuance Resources, Corp., the former stockholders of Nuance Resources, Corp.
received 23,000,000 shares of our common stock.

Effective January 4, 2007, we completed the merger with our
subsidiary, Nuance Resources, Corp., a Nevada corporation. As a result, we
changed our name from Farrier Resources Corp. to Nuance Resources Corp..
Effective February 12, 2008, we completed a merger with our subsidiary, Force
Energy Corp., a Nevada corporation. As a result, we changed our name from
Nuance Resources Corp. to Force Energy Corp..

Our Current Business

We are currently engaged in the business of identifying,
evaluating, and qualifying potential natural gas and oil wells; investing in
interests in those wells with the goal of producing commercially marketable
quantities of oil and natural gas. The majority of our business is derived from
projects identified by our principals. Our strategy is to identify low to
moderate risk oil and natural gas reserves by reviewing and reprocessing
previously recorded seismic data with a view to a deeper target in our analysis
than when the data was originally recorded. This approach allows us to evaluate
potential oil and natural gas sites for development without the operational and
financial commitment which would be required to record new seismic data on
comparable sites. By entering into participation agreements with companies which
have possession of such seismic data, our operational costs are limited to the
cost of analysis until such time as we have identified reserves for development.
We are currently not an operator on any natural gas or oil wells. We intend to
increase our staff and expand our operations into these areas of activity should
we establish sufficient cash flows in the next twelve months to support these
activities. We presently hold a 50%working interest of the County Line Energy
Corp. interest in the Hayter Well located in Alberta, Canada, and a 75% working
interest in the Diamond Springs Prospect located within the Wind River Basin,
Wyoming.

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- 19 -

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

County Line Energy Corp. is the operator of the Hayter well. As
of the date of this quarterly report, the Hayter well has been cased and
cemented in anticipation of the completion of the drill program. County Line
plans to enter the Hayter well, perforate the potential pay zone(s) and conduct
regular production testing of the zone(s). Should the testing confirm adequate
oil reserves and potential economic flow rates, County Line is expected to
install adequate pumping equipment and other surface facilities in anticipation
of the projected flow rates.

We are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. We intend to permit three
wells in section 9 of the Diamond Springs Prospect within the next ninety days.
Providing there are no time setbacks in the permitting process (ie:
environmental or wildlife preservation) we intend to drill at least one well by
the end of this drilling season in Wyoming.

We have not earned any revenues to date. We do not anticipate
earning revenues until identifiable reserves are discovered and exploited from
the Hayter well or from any other properties or projects in which we hold a
working or direct interest.

We did not earn any revenues during the quarter ended August
31, 2009. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well or from any other properties or
projects in which we hold a working or direct interest.

Recent Corporate Developments

Since the commencement of the period ended August 31, 2009, we
have experienced the following significant corporate developments:

|1. | During our first fiscal quarter of 2009 we advanced
      $23,938 (CDN$29,000) to County Line Energy Corp for costs and expenses
      associated with the Hayter Well as an unsecured loan. On October 16, 2009
      we entered into an amendment to our participation agreement with County
      Line pursuant to which we acquired an additional 30% working interest of
      the County Line Energy Corp. interest in the Hayter Well in consideration
      of a release by Force from all amounts owed by County Line to Force.
      Following our entry into the amended participation agreement we now hold a
      50% working interest in the Hayter Well.                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | On March 9, 2009, Force received a report on reserves
      data for the Hayter Well prepared by its independent engineers. The report
      was prepared in accordance with the standards set out in the Canadian Oil
      and Gas Evaluation Handbook (COGE handbook). The reserves data are
      estimates of proved reserves and probable reserves and related future net
      revenue as at November 30, 2008. The results of our reserves report were
      included in our annual report on Form 10-K for the year ended November 30,
      2008.                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | On March 11, 2009 we entered into a loan agreement with
      G2 Petroleum, LLC pursuant to which we advanced to G2 Petroleum, LLC
      $175,000. The loan was intended to form part of the purchase price for our
      acquisition of a working interest in the Diamond Springs Prospect. As
      consideration for the advance of the loan, G2 Petroleum agreed that the
      $50,000 paid by us under the prior letter agreement between the parties
      would be included as part of the purchase price of a new agreement between
      the parties respecting the acquisition of G2 Petroleums working interest
      in the Diamond Springs Prospect. The loan is unsecured and payable on
      demand.

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- 20 -

|4. | On July 9, 2009 we completed the acquisition of a 50%
      interest in the Diamond Springs Prospect in accordance with the terms of
      an assignment agreement with G2 Petroleum, LLC dated effective June 20,
      2009. Pursuant to the terms of the assignment agreement, in consideration
      of the transfer of the 50% interest in the Diamond Springs Prospect we
      agreed to set-off $50,000 of G2s indebtedness to us under the prior
      letter agreement between the parties and we agreed to set-off $175,000
      against G2s indebtedness under the loan agreement between the parties
      dated March 11, 2009. In connection with the assignment agreement we
      agreed to sign a release in favour of G2, releasing them from all further
      obligations under the loan agreement and the letter agreement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | Effective September 16, 2009 we completed the acquisition
      of a further 25% interest in the Diamond Springs Prospect in accordance
      with the terms of an assignment agreement with G2 Petroleum, LLC dated
      effective September 16, 2009. Pursuant to the terms of the assignment
      agreement, in consideration of the purchase of a 25% working interest in
      the Diamond Springs Prospect we agreed to issue G2 Petroleum 450,000
      common shares at a price of $0.32 per common share for total consideration
      of $144,000. Following completion of the acquisition, we currently hold a
      75% working interest in the Diamond Springs Prospect located within the
      Wind River Basin, Wyoming.                                                                                                          

Competition

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

Compliance with Government Regulation

We are required to obtain licenses and permits from various
governmental authorities. We anticipate that we will be able to obtain all
necessary licenses and permits to carry on the activities which we intend to
conduct, and that we intend to comply in all material respects with the terms of
such licenses and permits.

If we proceed with the development of our current and future
properties, we anticipate that we will be subject to increased governmental
regulation. Matters subject to regulation include discharge permits for drilling
operations, drilling and abandonment bonds, reports concerning operations, the
spacing of wells, and pooling of properties and taxation. From time to time,
regulatory agencies have imposed price controls and limitations on production by
restricting the rate of flow of oil and gas wells below actual production
capacity in order to conserve supplies of oil and gas. The production, handling,
storage, transportation and disposal of oil and gas, by-products thereof, and
other substances and materials produced or used in connection with oil and gas
operations are also subject to regulation under federal, state, local and
foreign laws and regulations relating primarily to the protection of human
health and the environment. As we have not proceeded to the development of our
properties, we have not incurred any expenditures related to complying with such
laws, or for remediation of existing environmental contamination. The
requirements imposed by such laws and regulations are frequently changed and
subject to interpretation, and we are unable to predict the ultimate cost of
compliance with these requirements or their effect on our operations.

Employees

Currently our only employee is our sole director and officer.
We do not expect any material changes in the number of employees over the next
12 month period. We anticipate that we will be conducting most of our business
through agreements with consultants and third parties. See Employment
Contracts, below.

Subsidiaries

We have two non-operating subsidiaries, FRC Exploration Ltd. (a
British Columbia Corporation) and Nuance Exploration Ltd. (a British Columbia
Corporation).

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- 21 -

ITEM 1A. RISK FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward looking statements include any projections or estimates
made by us and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.

Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements. Prospective investors should consider carefully the
risk factors set out below.

We have had negative cash flows from operations.

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totalling approximately $299,922
for the nine month period ended August 31, 2009. As of August 31, 2009, we had
working capital deficiency of $159,009 We do not expect positive cash flow from
operations in the near term. There is no assurance that actual cash requirements
will not exceed our estimates. In particular, additional capital may be required
in the event that:

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

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through August 31,
2009 have incurred losses of $1,175,132 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or stockholder loans.

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

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

We depend on outside capital to pay for the exploration and
development of our properties

We depend almost exclusively on outside capital to pay for the
continued exploration and development of our properties. Such outside capital
may include the sale of additional stock and/or commercial borrowing. Capital
necessary to meet these continuing exploration and development costs may not
continue to be available or, if the

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- 22 -

capital is available, it may not available on terms acceptable
to us. The issuance of additional equity securities by us would result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to continue our current operations. If our stock price declines, we may
not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.

We have a history of losses and fluctuating operating
results.

From inception through to August 31, 2009, we have incurred
aggregate losses of approximately $1,175,132. Our net loss for the nine month
period ended August 31, 2009 was $299,922 and $633,924 for the nine month period
ended August 31, 2008. There is no assurance that we will operate profitably or
will generate positive cash flow in the future. In addition, our operating
results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the general economic cycle, the market
price of oil and gas and exploration and development costs. If we cannot
generate positive cash flows in the future, or raise sufficient financing to
continue our normal operations, then we may be forced to scale down or even
close our operations.

Until such time as we generate revenues, we expect an increase
in development costs and operating costs. Consequently, we expect to incur
operating losses and negative cash flow until our properties enter commercial
production, if any.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have no history of revenues from operations and have no
significant tangible assets. We have yet to generate positive earnings and there
can be no assurance that we will ever operate profitably. Our company has a
limited operating history and must be considered in the development stage. The
success of our company is significantly dependent on a successful acquisition,
drilling, completion and production program. Our companys operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.

Due to the speculative nature of the exploration of oil and
gas properties, there is substantial risk that our business will
fail.

The business of oil and gas exploration and development is
highly speculative involving substantial risk. There is generally no way to
recover any funds expended on a particular property unless reserves are
established and unless we can exploit such reserves in an economic manner. We
can provide investors with no assurance that any property interest that we may
acquire will provide commercially exploitable reserves. Any expenditure by our
company in connection with locating, acquiring and developing an interest in a
mineral or oil and gas property may not provide or contain commercial quantities
of reserves.

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- 23 -

Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
are engaged in the business of exploring and, if warranted, developing
commercial reserves of oil and gas. Our properties are in the exploration stage
only and are without known reserves of oil and gas. Accordingly, we have not
generated any revenues nor have we realized a profit from our operations to date
and there is little likelihood that we will generate any revenues or realize any
profits in the short term. Any profitability in the future from our business
will be dependent upon locating and developing economic reserves of oil and gas,
which itself is subject to numerous risk factors as set forth herein. Since we
have not generated any revenues, we will have to raise additional monies through
the sale of our equity securities or debt in order to continue our business
operations.

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

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

The current global financial crisis that began in 2008 has had
a material adverse effect on our financial results and proposed plan of
operations due to a significant reduction in the demand and pricing for oil and
gas. A continued recession in 2009 may lead to further significant fluctuations
in demand and pricing for oil and gas. If we elect to proceed with the
development of any of our property interests, our profitability may be
significantly affected by decreased demand. We are not able to predict the
timing, extent and duration of the economic cycles in the markets in which we
operate.

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

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

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

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

We are required to obtain licenses and permits from various
governmental authorities. We anticipate that we will be able to obtain all
necessary licenses and permits to carry on the activities which we intend to
conduct, and that we

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- 24 -

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

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

The acquisition of interests in oil and gas properties involves
certain risks. Title to such interests and the borders of such interests may be
disputed. Such interests may be subject to prior unregistered agreements or
transfers and title may be affected by undetected defects. If it is determined
that any of our company's interests are based upon an invalid title, a disputed
border, or subject to a prior right, the balance sheet of our company will be
adversely affected and we may not be able to recover damages without incurring
expensive litigation costs.

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

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

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

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

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

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

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

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

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

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

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

Operations in which we will have a direct or indirect interest
will be subject to all the hazards and risks normally incidental to the
exploration, development and production of oil and gas properties, any of which
could result in damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal
liability for any or all damage. We do not currently maintain liability
insurance and may not obtain such insurance in the future. The nature of these
risks is such that liabilities could represent a significant cost to our
company, and may ultimately force our company to become bankrupt and cease
operations.

Any change to government regulation/administrative practices
may have a negative impact on our ability to operate and/or our
profitability.

The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States or any other jurisdiction, may be changed, applied or interpreted
in a manner which will fundamentally alter the ability of our company to carry
on our business.

The actions, policies or regulations, or changes thereto, of
any government body or regulatory agency, or other special interest groups, may
have a detrimental effect on us. Any or all of these situations may have a
negative impact on our ability to operate and/or our profitably.

We may be unable to retain key employees or
consultants.

We may be unable to retain key employees or consultants or
recruit additional qualified personnel. Our extremely limited personnel means
that we would be required to spend significant sums of money to locate and train
new employees in the event any of our employees resign or terminate their
employment with us for any reason. Due to our limited operating history and
financial resources, we are entirely dependent on the continued service of Mr.
Rahim Rayani, our chief executive officer. Further, we do not have key man life
insurance on Mr. Rayani. We may

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- 26 -

not have the financial resources to hire a replacement if Mr.
Rayani were to die. The loss of service of Mr. Rayani could therefore
significantly and adversely affect our operations.

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

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

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

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

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ITEM 2. FINANCIAL INFORMATION

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

This quarterly report contains forward-looking statements as
that term is defined in Section 27A of the United States Securities Act of 1933
and Section 21E of the United States Securities Exchange Act of 1934. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this quarterly report and in
our audited annual financial statements are stated in United States dollars and
are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
audited annual financial statements and the related notes that appear elsewhere
in this annual report.

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

Plan of Operation

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

We are engaged in the business of identifying, evaluating, and
qualifying potential natural gas and oil wells; investing in interests in those
wells; and attempting to produce commercially marketable quantities of oil and
natural gas from those wells. We are currently not an operator on any natural
gas or oil wells. We intend to increase our staff and expand our operations into
these areas of activity should we establish sufficient cash flows in the next 12
months to support these activities. We presently hold 50% of the 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 zone(s) and conduct regular
production testing of the zone(s). Should the testing confirm adequate oil
reserves and potential economic flow rates, County Line is expected to install
adequate pumping equipment and other surface facilities in anticipation of the
projected flow rates. Currently, there are no known oil reserves on the Hayter
well.

We did not earn any revenues during the year ended November 30,
2008. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Hayter well, from the Diamond Springs Prospect
and/or the Dripping Rock Prospect.

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- 28 -

Anticipated Cash Requirements

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

Estimated Funding Required During the Next Twelve MonthsExpenses
    AmountManagement fees
    $180,000Exploration
      expenses
    $450,000Professional fees
    $80,000General
      administrative expenses
    $40,000Total
    $750,000


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

Results of Operations

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
November 30, 2008 which are included herein.

Our operating results for the years ended November 30, 2008 and
2007 are summarized as follows:

Years EndedNovember
        30,2008
      
      
      2007Revenue
      $
      -
      
      $
      -Operating Expenses
      
      787,501
      
      
      93,466Net Loss
      $
      786,407
      
      $
      79,859


Revenues

We have not earned any revenues to date, and do not anticipate
earning revenues until such time as we encounter commercially productive oil or
gas reservoirs on our oil and gas prospects. All of our oil and gas prospects
are undeveloped.The significant reduction in the price of oil following
the global economic crises has materially affected our anticipated revenue
stream from our property interests. As a result of the current low price of oil,
our company will continue to incur expenses in excess of the revenues generated
from our properties. We anticipate that we will have to address the cash
shortfall through additional equity financings in the future. We can offer no
assurance, however, that such financings will be available on terms acceptable
to our company. We also intend to generate additional funds in the future
through increased output following our companys plan to increase the number of
wells on our producing properties.

Expenses

Our expenses for the years ended November 30, 2008 and 2007 are
outlined in the table below:

Years EndedNovember
        30,2008
      
      
      2007Accounting and audit fees
      $
      46,333
      
      $
      26,761Bank charges
      
      514
      
      
      502


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- 29 -

Years EndedNovember
        30,2008
      
      
      2007Consulting fees
      
      408,500
      
      
      -Depreciation
      
      582
      
      
      -Investor relations
      
      33,159
      
      
      -Legal fees
      
      41,982
      
      
      49,360Management fees
      
      157,500
      
      
      -Office expenses
      
      6,651
      
      
      362Rent
      
      15,108
      
      
      -Tax penalties and interest
      
      50,000
      
      
      -Transfer and filing fees
      
      20,914
      
      
      15,643Travel
      
      6,258
      
      
      838Total Expenses
      $
      787,501
      
      $
      93,466


Our expenses increased by 743% in fiscal 2008 as compared to
fiscal 2007. The increase in our expenses for the year ended November 30, 2008
was due mainly to increased management and consulting fees associated with the
development of our business and increased professional fees associated with our
reporting obligations under the Securities Exchange Act of 1934.

On April 16, 2008, we entered into three management advisory
consulting agreements, all of which expired on April 16, 2009. Pursuant to the
terms of the consulting agreements, the consultants received 100,000 common
shares each as an inducement for entering into the agreements. These were
recorded at their fair value of $1.35 per share, totaling $405,000. Prospect
evaluation services are charged by each consultant at $800 per day plus a 1%
overriding royalty interest in the project being evaluated. In addition, each
consultant will receive $35,000 and a 3% overriding royalty interest in any
prospective projects generated by the consultant. In addition, one of the
consultants will be entitled to receive a contractual hourly rate of $300 per
hour or $2,000 per day, whichever is less for legal services. We are currently
in the process of renewing the agreements with the consultants.

Liquidity And Capital Resources

Working Capital

|                    |   |                   |  |   |                |  |  | Percentage | 
|------------------- | - | ----------------- |  | - | -------------- |  |  | ---------- | 
|                    |   | As at             |  |   | As at November |  |  | Increase / | 
|                    |   | November 30, 2008 |  |   | 30, 2007       |  |  | (Decrease) | 
|                    |   |                   |  |   |                |  |  |            | 
|Current Assets      | $ | 472,725           |  | $ | 37,184         |  |  | 356%       | 
|Current Liabilities | $ | 148,410           |  | $ | 7,393          |  |  | 2007%      | 
|Working Capital     | $ | 324,315           |  | $ | 29,791         |  |  | 258%       | 

Cash Flows

|                                            |   |                   |   |   |                   |   |  | Percentage | 
|------------------------------------------- | - | ----------------- | - | - | ----------------- | - |  | ---------- | 
|                                            |   | Year Ended        |   |   | Year Ended        |   |  | Increase / | 
|                                            |   | November 30, 2008 |   |   | November 30, 2007 |   |  | (Decrease) | 
|                                            |   |                   |   |   |                   |   |  |            | 
|Cash used in Operating
      Activities     | $ | (253,593          | ) | $ | (130,896          | ) |  | 93.7%      | 
|Cash provided by Investing Activities       | $ | (74,651           | ) | $ | (82,650           | ) |  | 9.7%       | 
|Cash provided by Financing
      Activities | $ | 750,000           |   | $ | 147,058           |   |  | 410%       | 
|Foreign Exchange Effect on Cash             |   | -                 |   | $ | (13,052           | ) |  | (100%)     | 
|Net Increase (Decrease) in
      Cash       | $ | 421,756           |   | $ | (79,540           | ) |  | 630.2%     | 

We anticipate that we will incur approximately $750,000 for
operating expenses, including, legal, accounting and audit expenses associated
with our reporting requirements as a public company under the Exchange Act
during the next twelve months.

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- 30 -

Cash Used In Operating Activities

We used cash in operating activities in the amount of
($253,593) during the year ended November 30, 2008 and ($130,896) during the
year ended November 30, 2007. Cash used in operating activities was funded by
cash from financing activities.

Cash From Investing Activities

We used cash in investing activities in the amount of ($74,651)
during the year ended November 30, 2008 and ($82,650) during the year ended
November 30, 2007.

Cash from Financing Activities

We generated $750,000 cash from financing activities during the
year ended November 30, 2008 compared to cash from financing activities in the
amount of $147,058 during the year ended November 30, 2007. Cash generated by
financing activities is attributable to a private placement we completed in
April, 2008 consisting of 1,000,000 shares of our common stock at a price of
$0.75 per share for gross proceeds of $750,000.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in their report on our audited financial statements for the
year ended November 30, 2008, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through November 30,
2008 have incurred losses of $875,210 since our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, public offerings, bank financing and/or advances from
related parties or shareholder loans.

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

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

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Future Financings

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred a net loss of $786,407 for the year
ended November 30, 2008. As of November 30, 2008, we had working capital of
$324,315 and our estimated expenses over the next twelve months are $750,000. We
do not expect positive cash flow from operations in the near term. Accordingly
we will be required to obtain additional financing to fund our operations for
the next twelve months.

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- 31 -

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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Critical Accounting Policies

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The Companys significant accounting policies are outlined in
Note 2 to the audited financial statements of the Company accompanying this
report. While not all of the significant accounting policies require difficult,
subjective or complex judgments, the Company considers that the following
accounting policies should be considered its most critical accounting policies:

Development Stage Activities

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

The Company is subject to several categories of risk associated
with its development stage activities. Natural gas and oil exploration and
production is a speculative business, and involves a high degree of risk. Among
the factors that have a direct bearing on the Companys prospects are
uncertainties inherent estimating natural gas and oil reserves, future
hydrocarbon production, and cash flows, particularly with respect to wells that
have not been fully tested and with wells having limited production histories;
access to additional capital; changes in the price of natural gas and oil;
availability and cost of services and equipment; and the presence of competitors
with greater financial resources and capacity.

Financial Instruments

The carrying value of the Companys financial instruments,
consisting of cash, accounts payable and accrued liabilities and due to related
party which 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.

Foreign Currency Translation

The Companys functional currency is the Canadian dollar as
substantially all of the Companys operations are in Canada. The Company uses
the United States dollar as its reporting currency for consistency with
registrants of the

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- 32 -

Securities and Exchange Commission (SEC) in accordance with
the SFAS No. 52 Foreign Currency Translation.

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

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

Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is provided principally on the straight-line method
over the estimated useful lives of the assets, which are generally 2 to 5 years.
The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale or
other disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).

The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the estimated useful
life of its property and equipment or whether the remaining balance of property
and equipment should be evaluated for possible impairment. The Company uses an
estimate of the related undiscounted cash flows over the remaining life of the
fixed assets in measuring their recoverability.

Oil and Gas Properties

The Company follows the full cost method of accounting for oil
and gas operations whereby all costs of exploring for and developing oil and gas
reserves are initially capitalized on a country-by-country (cost centre) basis.
Such costs include land acquisition costs, geological and geophysical expenses,
carrying charges on non-producing properties, costs of drilling and overhead
charges directly related to acquisition and exploration activities.

Costs capitalized, together with the costs of production
equipment, are depleted and amortized on the unit-of-production method based on
the estimated gross proved reserves. Petroleum products and reserves are
converted to a common unit of measure, using 6 MCF of natural gas to one barrel
of oil.

Costs of acquiring and evaluating unproved properties are
initially excluded from depletion calculations. These unevaluated properties are
assessed periodically to ascertain whether impairment has occurred. When proved
reserves are assigned or the property is considered to be impaired, the cost of
the property or the amount of the impairment is added to costs subject to
depletion calculations.

If capitalized costs, less related accumulated amortization and
deferred income taxes, exceed the full cost ceiling the excess is expensed in
the period such excess occurs. The full cost ceiling is determined based on
the present value of estimated future net revenues attributed to proved
reserves, using current prices less estimated future expenditures plus the lower
of cost and fair value of unproven properties within the cost centre.

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

Impairment of Long-lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-lived Assets, the carrying value of intangible assets and
other long-lived assets are reviewed on a regular basis for the existence of
facts or

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- 33 -

circumstances that may suggest impairment. The Company
recognizes impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value. Oil and gas properties accounted for using the full cost
method of accounting, a method utilized by the Company, is excluded from this
requirement, but will continue to be subject to the ceiling test limitations.

Asset Retirement Obligations

The Company has adopted SFAS No. 143, Accounting for Asset
Retirement Obligations, which requires that asset retirement obligations
(ARO) associated with the retirement of a tangible long-lived asset, including
natural gas and oil properties, be recognized as liabilities in the period in
which it is incurred and becomes determinable, with an offsetting increase in
the carrying amount of the associated assets. The cost of tangible long-lived
assets, including the initially recognized ARO, is depleted, such that the cost
of the ARO is recognized over the useful life of the assets. The ARO is recorded
at fair value, and accretion expense is recognized over time as the discounted
are accreted to the expected settlement value.

The fair value of the ARO is measured using expected future
cash flow, discounted at the Companys credit-adjusted risk-free interest rate.
As at November 30, 2008, the Company has determined it has no assets retirement
obligations.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

On December 1, 2008, the Statement of Financial Accounting
Standards (SFAS) No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133, became effective
for the Company. The adoption of SFAS 161 had no effect on the financial
position and results of operations of the Company because the Company has not
entered into any hedging arrangements nor issued any derivative instruments
during the period.

In December 2008, the FASB issued FSP FAS140-4 and FIN 46(R)-8,
Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities. This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprises
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. There was no impact on the Companys quarterly financial statements
resulting from the adoption of this standard.

In May 2009, the FASB issued Statement No. 165, Subsequent
Events. Statement 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before the
financial statements are issued or are available to be issued. The Company
adopted Statement 165 on June 1, 2009. Adoption of this Statement did not impact
the Companys consolidated financials other than the required additional
disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In June 2008, the FASB ratified EITF Issue No. 07-5,
Determining Whether an Instrument (or an Embedded Feature) is Indexed to an
Entitys Own Stock (EITF 07-5). EITF 07-5 provides that an entity should use a
two step approach to evaluate whether an equity-linked financial instrument (or
embedded feature) is indexed to its own stock, including evaluating the
instruments contingent exercise and settlement provisions. It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuation instruments on the evaluation. EITF 07-5 is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact, if any, on its financial position and results of
operations.

In June 2009, the FASB issued Statement No. 167, Amendments to
FASB Interpretation No. 46(R). Statement 167 amends the evaluation criteria to
identify the primary beneficiary of a variable interest entity provided by
FASB

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- 34 -

Interpretation No. 46(R) Consolidation of Variable Interest
EntitiesAn Interpretation of ARB No. 51. Additionally, Statement 167 requires
ongoing reassessments of whether an enterprise is the primary beneficiary of the
variable interest entity. The Company is currently evaluating the impact of its
pending adoption on the Companys consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, FASB Accounting
Standards CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles, a replacement of SFAS No. 162 (Statement 168). Statement 168
establishes the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied in the
preparation of financial statements in conformity with generally accepted
accounting principles. Statement 168 explicitly recognizes rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
federal securities laws as authoritative GAAP for SEC registrants. Statement 168
is effective for financial statements issued for fiscal years and interim
periods ending after September 15, 2009. The Company will adopt Statement 168 in
the final quarter of fiscal year 2010.

ITEM 3. PROPERTIES

Executive Offices

Our executive offices are located at 708 11th Ave SW Suite 219,
Calgary, Alberta, Canada. We lease our head office in Calgary, Alberta at a rate
of CDN$1,856 per month. Our head office is approximately 232sq/ft. Our current
premises are adequate for our current operations and we do not anticipate that
we will require additional premises in the foreseeable future.

Purchase of Interest in the Hayter Well

On August 1, 2006, County Line Energy Corp. (County Line)
signed a participation agreement with Black Creek Resources Ltd. (BCR) in
which County Line acquired the right to become the operator and drill the Hayter
well (10D Hayter 10-8-40-1 W4M) located in Alberta, Canada. In order to exercise
that interest and acquire the rights to drill the Hayter well, County Line
agreed to pay 100% of all costs associated with the seismic option agreement and
pay 100% of the funds required to purchase rights to any existing seismic on the
property which may be for sale and or shoot additional 2D and 3D on the property
as required, pursuant to standard industry costs and practices. Pursuant to a
Participation Agreement dated December 21, 2006 between Black Creek Resources
Ltd (BCR) and Nuance Exploration Ltd. (NEL), a wholly owned subsidiary of
the Company, we acquired a 100% ownership in the interpretation of 3D seismic
data covering four sections of certain land located in the province of Alberta,
Canada by paying $82,650 for the purpose of acquiring and interpreting the
seismic data. On October 15, 2007, prior to the evaluation of the 3D seismic
data, County Line sold to BCR its 100% interest in the subject property and
received as consideration a non-interest bearing promissory note for $111,144
(CDN$110,000) to be repaid by November 30, 2007.

On November 30, 2007, County Line did not repay the amounts
owing pursuant to the promissory note and NEL and County Line entered into a
Participation Agreement whereby NEL accepted a 20% interest of the Grantors
working interest in the County Line 10D Hayter 10-8-40-1 W4M well as full and
final settlement of the promissory note. Pursuant to the terms of the
Participation agreement NEL agreed to assume 20% of all revenues, costs and
expenses associated with the project.

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

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- 35 -

Location of Hayter Well

Force Energy Corp. has a 50% working interest of the County Line
  Energy Corp. interest in the Hayter Well (10D Hayter 10-8-40-1 W4M) located
  in Alberta, Canada. The well was spudded in January 2007 and drilled to a total
  depth. The well logs revealed a gas zone of 4 to 5 meters of thickness in a
  shallow zone and a heavy oil pay zone of 2 meters of thickness in the target
  Dina Sand zone.

Figure 1 - Location



County Line completed a $650,000 3D seismic program covering
nine sections of land in pursuit of a potential multi well heavy oil drilling
opportunity. The geological model was based on interpretation from a previous
well, which produced 16,000 barrels of heavy oil. The seismic program was
designed to determine whether the structure found in this well existed to a
larger extent on the subject property. The 3D seismic revealed an extremely
large anomaly with similar characteristics. The nature of this large anomaly
suggested that a multi well drilling opportunity might exist.

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

On March 9, 2009, Force received a report on reserves data for
the Hayter Well prepared by its independent engineers. The report was prepared
in accordance with the standards set out in the Canadian Oil and Gas Evaluation
Handbook (COGE handbook). The reserves data are estimates of proved reserves and
probable reserves and related future net revenue as at November 30, 2008.

County Line Energy Corp. is the operator of the Hayter well.
  As of the date of this report, the Hayter well has been cased and cemented in
  anticipation of the completion of the drill program. County Line plans to enter
  the Hayter well, perforate the potential pay zone(s) and conduct regular production
  testing of the zone(s). Should the testing confirm adequate oil reserves and
  potential economic flow rates, County Line is expected to install adequate pumping
  equipment and other surface facilities in anticipation of the projected flow
  rates.

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- 36 -

Purchase of Interest in Diamond Spring Prospect

The Diamond Springs Prospect is located within the Wind River
Basin, Wyoming. The Diamond Springs Prospect is comprised of three independent
but geologically similar prospective locations within the 3,300 acre track and
is situated in close proximity to productive oil and gas fields. The Northwest,
North, and West Diamond Springs are shallow drilling prospects of 200 to 1,100
in depth, with a possible 72 drilling sites between the three locations based on
40 acre spacing.

On March 11, 2008, we entered into a letter agreement with G2
Petroleum, LLC, a Delaware corporation, whereby we: (i) agreed to purchase a 5%
working interest in G2 Petroleums Diamond Springs Prospect; and (ii) acquired
the option to purchase an additional 20% working interest in G2 Petroleums
Diamond Springs Prospect.

As consideration, we issued a $50,000 promissory note due
without interest due on or before April 30, 2008 (settled April 16, 2008), and
agreed to pay $300,000 within 90 days of the execution of a definitive
acquisition agreement, at which time we will earn a 75% net revenue interest in
the initial well. During the term of the Agreement we are responsible for 100%
of the costs of the drilling and testing of the initial well on the
Prospect.

Upon drilling of the initial well, we agreed to issue to G2
Petroleum 250,000 shares of our common stock as payment in full for a 5% working
interest in all subsequent wells drilled on the Prospect. G2 Petroleum further
granted us the option to purchase up to an additional 20% working interest in
all subsequent wells drilled on the Prospect for $100,000 per 1% of working
interest. We did not subsequently exercise the option which expired on December
15, 2008 and the shares were not issued to G2 Petroleum. On March 11, 2009 we
entered into a loan agreement with G2 Petroleum, LLC. The loan is intended to
form part of the purchase price for our acquisition of a working interest in the
Diamond Springs Prospect. Pursuant to the terms of the loan agreement we
advanced US$175,000 to G2 Petroleum, LLC. As consideration for the advance of
the loan, G2 Petroleum agreed that the US$50,000 paid by us under the prior
letter agreement between the parties would be included as part of the purchase
price of a new agreement between the parties respecting the acquisition of G2
Petroleums working interest in the Diamond Springs Prospect.

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

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

We are the operator of the Diamond Springs Prospect being the
largest working interest partner. Continental Production Co. has been sub
contracted by us to be our operator in the field. We intend to permit three
wells in section 9 of the Diamond Springs Prospect within the next ninety days.
Providing there are no time setbacks in the permitting process (ie:
environmental or wildlife preservation) we intend to drill at least one well by
the end of this drilling season in Wyoming.

Oil and Gas Properties and Wells

On March 9, 2009, Force received a report on reserves data for
the Hayter Well prepared by its independent engineers, Chapman Petroleum
Engineering Ltd. The report was prepared in accordance with the standards set
out in the Canadian Oil and Gas Evaluation Handbook (COGE handbook).

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- 37 -

The following table sets forth the number of wells in which the
Company held a working interest as at November 30, 2008:



The Company has not since the beginning of its most recently
completed fiscal year, filed any annual estimates of proved oil and gas reserves
with any federal agencies.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

As of October 19, 2009, there were 46,444,000 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

|                        | Name and Address                                             | Number of Shares      | Percentage of Class(2)
|----------------------- | ------------------------------------------------------------ | --------------------- | ----------------------
|Title of Class          | of Beneficial Owner                                          | Beneficially Owned(1) |                       
|Directors and Officers: |                                                              |                       |                       
|Common Stock            | Rahim Rayani 219  708 11th
      Ave SW. Calgary, Alberta   | 9,600,000             | 20.7%                 
|Common Stock            | Directors and Officers as a group                            | 9,600,000             | 20.7%                 
|5% Shareholders:        |                                                              |                       |                       
|Common Stock            | James D. Bunney 203  3808 35th Ave
      Vernon, BC V1T 2T9 | 4,400,000             | 9.47%                 
|Common Stock            | Rahim Rayani 219  708 11th
      Ave SW. Calgary, Alberta   | 9,600,000             | 20.7%                 

|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The percentage of class is based on 46,444,000 shares of
      common stock issued and outstanding as of October 19,
  2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

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- 38 -

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

As at October 19, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with the Company
    Age
    Date First Elected or
      AppointedRahim Rayani
    President, Chief Executive Officer, Chief
      Financial Officer, Secretary and Director
    35
    March 10, 2008


Business Experience

The following is a brief account of the education and business
experience of our sole director and executive officer during at least the past
five years, indicating his principal occupation during the period, and the name
and principal business of the organization by which he was employed.

Rahim Rayani is our president, chief executive officer,
chief financial officer, secretary and our sole director. Mr. Rayani has been
our president, chief executive officer, chief financial officer, secretary and
our sole director since March 10, 2008. For the past 4 years Rahim Rayani has
been President & CEO of Gulf Coast Oil & Gas, Inc. a Houston, TX USA
Venture. His responsibilities include raising capital, acquiring assets, brought
the company into revenue through success on drilling 3 re-entry wells in Texas
and manage all day to day operations and activities of a fully- reporting OTCBB
company. Since 2003 Rahim Rayani has been President & CEO of R Capital
Management Ltd. a Vancouver British Columbia based company, where he is a
Management/Financial & Technology consultant for public and private
companies with special focus on the oil & gas and resource/mining sectors.
His responsibilities include raising funds for private and public companies
through a network of high net worth individuals, institutions and business
contacts.

Term of Office

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the director and
officer described above.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                    
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                     

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- 39 -

| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a code of ethics as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to
this annual report. If we make any amendments to our Code of Ethics other than
technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to
our chief executive officer, chief financial officer, or certain other finance
executives, we will disclose the nature of the amendment or waiver, its
effective date and to whom it applies in a Current Report on Form 8-K filed with
the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended November 30, 2008, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with, with the exception of the following:

Name
    Number of Late Reports
    Number of Transactions Not Reported on a
      Timely Basis
    Failure to File Required FormsRahim Rayani
    1(1)
    1(1)
    N/A


(1) Rahim Rayani filed a late Form 3  Initial
Statement of Beneficial Ownership of Securities.

ITEM 6. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | each of our three most highly compensated executive
      officers who were serving as executive officers at the end of the most
      recently completed financial year; and                                                                    
| |     |                                                                                                                                                                                                                                                  
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year,

who we will collectively refer to as the named executive
officers, for our fiscal years ended November 30, 2008 and 2007, are set out in
the following summary compensation table:

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- 40 -

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


|(1) | Rahim Rayani has been our president, chief executive
      officer, chief financial officer, and director of the Company since March
      10, 2008.                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|(2) | James Bunney resigned as president, chief executive
      officer and chief financial officer of the Company on March 10, 2008 and
      as a director on March 17, 2008.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at November 30, 2008, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our sole executive officer.

Aggregated Options Exercised in the Year Ended November 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
November 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended November 30, 2008.

Director Compensation

We do not pay our directors any fees or other compensation for
acting as directors. We have not paid any fees or other compensation to any of
our directors for acting as directors to date.

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- 41 -

Employment Contract

We have not entered into any employment agreement or consulting
agreement with our directors and executive officers. On April 16, 2008, we
entered into three management advisory consulting agreements, all of which
expired on April 16, 2009 (We are currently in the process of renewing the
agreements with the consultants):

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Robert Perry pursuant to which Robert Perry
agreed to provide certain consulting and advisory services to our company in
consideration of which we agreed to, among other things: pay a legal consulting
fee of $300 per hour or $2,000 per day; pay a consulting fee of $800 per day for
evaluation of prospects; pay a fee of $35,000 per prospect generated by Mr.
Perry and a 3% overriding royalty interest on 8/8 production and issue to Mr.
Perry 100,000 shares of our common stock. We issued 100,000 shares of our common
stock to Mr. Perry pursuant to Regulation D and Section 4(2) of the Securities
Act of 1933. Robert B. Perry has a Masters in Law in Taxation from Georgetown
University in DC. After working for the Department of Treasury from 1973 - 1979
he went on to working for Sun Company and Sun Oil Company from 1979 - 1986. For
the past 23 years Mr. Perry has been working as a sole practitioner who
specializes in Tax and is Board Certified in Tax Law by the Texas Board of
Specialization. He has presented cases before the 5th circuit (Texas cases) and
10th circuit (Colorado cases) and U.S. Supreme Court.

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Leon Hinton pursuant to which Leon Hinton
agreed to provide certain consulting and advisory services to our company in
consideration of which we agreed to, among other things: pay a consulting fee of
$800 per day for evaluation of prospects; pay a fee of $35,000 per prospect
generated by Mr. Hinton and a 3% overriding royalty interest on 8/8 production;
and issue to Mr. Hinton 100,000 shares of our common stock. We issued 100,000
shares of our common stock to Mr. Hinton pursuant to Regulation D and Section
4(2) of the Securities Act of 1933. Mr. Hinton is currently a partner and vice
president of Cornerstone Natural Resources LLC  an oil and gas exploration and
production company located near Denver, Colorado. Following his seven years as a
Commissioned Officer, Infantry Branch, in the U.S Army, Mr. Hinton commenced his
petroleum industry career beginning with Texaco in 1973. During his 35 years in
the oil- patch, Mr. Hinton has held managerial and vice presidential positions
with Snyder Oil Company, Husky Oil Company, and Sun Exploration and Production
Company.

On April 16, 2008, we entered into an Advisory and Business
Consulting Services Agreement with Bourgeois Energy, Inc. pursuant to which
Bourgeois Energy has agreed to provide us with certain business consulting and
advisory services in consideration of which we agreed to, among other things:
pay a consulting fee of $800 per day for evaluation of prospects; pay a fee of
$35,000 per prospect generated by Mr. Hinton and a 3% overriding royalty
interest on 8/8 production; and issue to Bourgeois Energy 100,000 shares of our
common stock. We issued 100,000 shares of our common stock to Craig Bourgeois,
the principal of Bourgeois Energy pursuant to Regulation D and Section 4(2) of
the Securities Act of 1933. Mr. Bourgeois brings 25 years of executive
experience in all phases of oil & gas exploration and development to Force
Energy. Mr. Bourgeois holds a B.S. in Petroleum Geology from the University of
Louisiana, Lafayette. With successful discoveries as Geophysical
Engineer/Geologist for major oil companies such as Sunoco, Inc. and Oryx Energy
 Mr. Bourgeois brings a blend of technical competence and business acumen to
the company. His geographic areas of expertise include the Gulf Coast, Rocky
Mountain Region, Mexico, Brazil, Australia, and the North Sea.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

None of the following parties has, since commencement of our
fiscal year ended November 30, 2008, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us, in which our company is a participant and
the amount involved exceeds the lesser of $120,000 or 1% of the average of our
companys total assets for the last three completed financial years:

| | (i)  | Any of our directors or officers;                                 
| | ---- | ------------------------------------------------------------------
| |      |                                                                   
| | (ii) | Any person proposed as a nominee for election as a
      director;

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- 42 -

| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

Director Independence

Our common stock is quoted on the OTC bulletin board interdealer
  quotation system, which does not have director independence requirements. Under
  NASDAQ rule 4200(a)(15), a director is not considered to be independent if he
  or she is also an executive officer or employee of the corporation. Our sole
  director, Rahim Rayani, is also our president, chief executive officer, chief
  financial officer and secretary. As a result, we do not have any independent
  directors.

As a result of our limited operating history and limited resources,
  our management believes that we will have difficulty in attracting independent
  directors. In addition, we would be likely be required to obtain directors and
  officers insurance coverage in order to attract and retain independent directors.
  our management believes that the costs associated with maintaining such insurance
  is prohibitive at this time.

Audit Committee Financial Expert

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. Our audit committee is presently
composed of our sole officer and director. Our board of directors has determined
that it does not have an audit committee member that qualifies as an audit
committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
We believe that the sole audit committee member is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. In addition, we believe that retaining an
independent director who would qualify as an audit committee financial expert
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated revenues to date.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services)provides an exemption from the requirement that the
audit committee must pre-approve all non-audit services to be provided by the
auditor, where the total amount of fees related to the non-audit services are
not expected to exceed 5% of the total fees payable to the auditor in the fiscal
year in which the non-audit services were provided. Section 8 (Exemptions)permits a company to apply to a securities regulatory authority for an
exemption from the requirements of National Instrument 52-110 in whole or in
part.

Transactions with Independent Directors

Our sole director, Rahim Rayani, is also our president, chief
executive officer, chief financial officer and secretary. As a result, we do not
have any independent directors.

Board of Directors

Our board of directors currently acts with one member
consisting of Rahim Rayani. We have determined that Mr. Rayani is not
independent as that term is defined in National Instrument 52-110 due to the
fact that he is our sole director and officer.

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in
Canada

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- 43 -

and the United States. Our boards primary responsibilities are
to supervise the management of our company, to establish an appropriate
corporate governance system, and to set a tone of high professional and ethical
standards.

The board is also responsible for:

- selecting and assessing members of the Board;
- choosing, assessing and compensating the Chief Executive Officer of our
  company, approving the compensation of all executive officers and ensuring
  that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our company's internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the Board
  or management, may require Board scrutiny.

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM
8.LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

---

- 44 -

ITEM 9.          
  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITYAND
  RELATED STOCKHOLDER MATTERS.

Market for Securities

Our common shares are quoted on the Over-The-Counter Bulletin
Board under the trading symbol FROC. Our shares of common stock were initially
approved for quotation on the Over-The-Counter Bulletin Board under the name
Nuance Resources Corp. under the symbol, NUNC.OB. Effective February 12, 2008,
we completed a merger with our subsidiary, Force Energy Corp., a Nevada
corporation. As a result, we changed our name from Nuance Resources Corp. to
Force Energy Corp..

The following table shows the quarterly range of high and low
bid information for our common stock over the fiscal quarters for the last two
fiscal years as quoted on the OTC Bulletin Board. We obtained the following high
and low bid information from OTC Bulletin Board. Over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, mark-down or
commission, and may not represent actual transactions. Investors should not rely
on historical prices of our common stock as an indication of its future price
performance.

Quarter Ended
    High
    Low02/28/2007
    $0.00
    $0.0005/31/2007
    $0.00
    $0.0008/31/2007
    $0.00
    $0.0011/30/2007
    $0.00
    $0.0002/29/2008
    $0.51
    $0.0005/31/2008
    $2.35
    $0.5108/31/2008
    $2.92
    $0.6011/30/2008
    $1.36
    $0.41


Transfer Agent

Our transfer agent is Island Stock Transfer, of 100 2nd Avenue,
S, Suite 104N, St. Petersburg, FL 33701, telephone number 727.289.0010,
facsimile: 727.289.0069.

Holders of our Common Stock

As of October 19, 2009, there were 30 registered stockholders
holding 46,444,000 shares of our issued and outstanding common stock.

Dividend Policy

We have never declared or paid any cash dividends or distributions
  on our capital stock. We do not anticipate paying any cash dividends on our
  common stock in the foreseeable future.

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                             
| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

---

- 45 -

ITEM
10.           RECENT SALES OF
UNREGISTERED SECURITIES.

During the fiscal year ended November 30, 2008, we completed
the following sales of our equity securities that were not registered:

|1. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Robert Perry pursuant to which
      Robert Perry agreed to provide certain consulting and advisory services to
      our company in consideration of which we agreed to, among other things:
      pay a legal consulting fee of $300 per hour or $2,000 per day; pay a
      consulting fee of $800 per day for evaluation of prospects; pay a fee of
      $35,000 per prospect generated by Mr. Perry and a 3% overriding royalty
      interest on 8/8 production and issue to Mr. Perry 100,000 shares of our
      common stock. In May, 2008, in accordance with the terms of the agreement
      we issued 100,000 shares of our common stock to Mr. Perry pursuant to
      Regulation D and Section 4(2) of the Securities Act of 1933.                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Leon Hinton pursuant to which
      Leon Hinton agreed to provide certain consulting and advisory services to
      our company in consideration of which we agreed to, among other things:
      pay a consulting fee of $800 per day for evaluation of prospects; pay a
      fee of $35,000 per prospect generated by Mr. Hinton and a 3% overriding
      royalty interest on 8/8 production; and issue to Mr. Hinton 100,000 shares
      of our common stock. In May, 2008, in accordance with the terms of the
      agreement we issued 100,000 shares of our common stock to Mr. Hinton
      pursuant to Regulation D and Section 4(2) of the Securities Act of
      1933.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | On April 16, 2008, we entered into an Advisory and
      Business Consulting Services Agreement with Bourgeois Energy, Inc.
      pursuant to which Bourgeois Energy has agreed to provide us with certain
      business consulting and advisory services in consideration of which we
      agreed to, among other things: pay a consulting fee of $800 per day for
      evaluation of prospects; pay a fee of $35,000 per prospect generated by
      Mr. Hinton and a 3% overriding royalty interest on 8/8 production; and
      issue to Bourgeois Energy 100,000 shares of our common stock. In May,
      2008, in accordance with the terms of the agreement we issued 100,000
      shares of our common stock to Craig Bourgeois, the principal of Bourgeois
      Energy pursuant to Regulation D and Section 4(2) of the Securities Act of
      1933.                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | On April 15, 2008 we completed a private placement of
      1,000,000 shares of our common stock to Banque SCS Alliance SA (the
      Subscriber) at a price of $0.75 per share for gross proceeds of
      $750,000. The shares were issued to the Subscriber pursuant to Section
      4(2) of the Securities Act of 1933 and/or Regulation S of the Securities
      Act of 1933 (Regulation S) on the basis that the Subscriber represented
      that they were not a US Person as such term is defined in Regulation S.
      The proceeds of the offering are intended to be used for working
      capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | Effective September 16, 2009 we completed the acquisition
      of a further 25% interest in the Diamond Springs Prospect in accordance
      with the terms of an assignment agreement with G2 Petroleum, LLC dated
      effective September 16, 2009. Pursuant to the terms of the assignment
      agreement, in consideration of the purchase of a 25% working interest in
      the Diamond Springs Prospect we agreed to issue G2 Petroleum 450,000
      common shares at a price of $0.32 per common share for total consideration
      of $144,000. Following completion of the acquisition, we currently hold a
      75% working interest in the Diamond Springs Prospect located within the
      Wind River Basin, Wyoming. Force issued the 450,000 shares of its common
      stock to G2 Petroleum pursuant to Section 4(2) and/or Rule 506 of
      Regulation D of the Securities Act of 1933 on the basis that G2 Petroleum
      represented to Force that they were an accredited investor as such term
      is defined in Rule 506 of Regulation D.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended November 30, 2008.

Securities Authorized for Issuance Under Equity Compensation
Plans

---

- 46 -

We do not have any equity compensation plans.

ITEM 11.             
  DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.

General

Our authorized capital stock consists of 270,000,000 shares of
common stock, with a par value of $0.001 per share, and 10,000,000 shares of
preferred stock, with a par value of $0.001 per share. As of October 19, 2009,
there were 46,444,000 shares of our common stock issued and outstanding held by
30 holders of record of our common stock. We have not issued any shares of
preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all
matters submitted to a vote of the stockholders, including the election of
directors. Except as otherwise required by law or as provided in any resolution
adopted by our board of directors with respect to any series of preferred stock,
the holders of our common stock possess all voting power. According to our
bylaws, generally, when a quorum is present or represented at any meeting of
stockholders, the affirmative vote of the majority (plurality, in the case of
the election of directors) of the votes cast, by the holders of shares of our
common stock is sufficient to elect members of our board of directors or to
decide any question brought before such meeting, subject to any voting rights
granted to holders of any preferred stock. According to our bylaws, generally,
the presence, in person or by proxy duly authorized, of the holder or holders of
not less than 1% of the outstanding shares of our common stock constitutes a
quorum for the transaction of business, subject to any voting rights granted to
holders of any preferred stock. Our articles of incorporation do not provide for
cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of
preferred stock created by our board of directors from time to time, upon
liquidation, dissolution or winding up of our company, the holders of common
stock are entitled to share ratably in all net assets available for distribution
to stockholders after payment to creditors.

Subject to any preferential rights of any outstanding series of
preferred stock created by our board of directors from time to time, the holders
of common stock are entitled to receive the dividends as may be declared by our
board of directors out of funds legally available for dividends. Our board of
directors is not obligated to declare a dividend. Any future dividends will be
subject to the discretion of our board of directors and will depend upon, among
other things, future earnings, the operating and financial condition of our
company, its capital requirements, general business conditions and other
pertinent factors. It is not anticipated that dividends will be paid in the
foreseeable future.

The common stock is not convertible or redeemable and has no
preemptive, subscription or conversion rights. There are no conversions,
redemption, sinking fund or similar provisions regarding the common stock.

Preferred Stock

Our preferred stock may be divided into and issued in series.
Our board of directors is authorized by our articles of incorporation to divide
the authorized shares of our preferred stock into one or more series, each of
which shall be so designated as to distinguish the shares of each series of
preferred stock from the shares of all other series and classes. Our board of
directors is authorized, within any limitations prescribed by law and our
articles of incorporation, to fix and determine the designations, rights,
qualifications, preferences, limitations and terms of the shares of any series
of our preferred stock including but not limited to the following:

| | (a) | the rate of dividend, the time of payment of dividends,
      whether dividends are cumulative, and the date from which any dividends
      shall accrue;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                          
| | (b) | whether shares may be redeemed, and, if so, the
      redemption price and the terms and conditions of redemption;                                       
| |     |                                                                                                                                                          
| | (c) | the amount payable upon shares in the event of voluntary
      or involuntary liquidation;                                                               
| |     |                                                                                                                                                          
| | (d) | sinking fund or other provisions, if any, for the
      redemption or purchase of shares;                                                                

---

- 47 -

| | (e) | the terms and conditions on which shares may be
      converted, if the shares of any series are issued with the privilege of
      conversion;                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | voting powers, if any, provided that if any of the
      preferred stock or series thereof shall have voting rights, such preferred
      stock or series shall vote only on a share for share basis with our common
      stock on any matter, including but not limited to the election of
      directors, for which such preferred stock or series has such rights;
      and
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | subject to the above, such other terms, qualifications,
      privileges, limitations, options, restrictions, and special or relative
      rights and preferences, if any, of shares or such series as our board of
      directors may, at the time so acting, lawfully fix and determine under the
      laws of the state of Nevada.                                         

We will not declare, pay or set apart for payment any dividend
or other distribution (unless payable solely in shares of our common stock, or
other class of stock junior to our preferred stock as to dividends or upon
liquidation) in respect of our common stock or other class of stock junior to
our preferred stock, nor shall we redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of our preferred stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of our preferred stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of our preferred stock, as fixed by our board of
directors.

In the event of the liquidation of our company, holders of our
preferred stock shall be entitled to receive, before any payment or distribution
on our common stock or any other class of stock junior to our preferred stock
upon liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
preferred stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such preferred stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all of the property and assets of our
company, nor any consolidation or merger of our company, shall be deemed to be a
liquidation.

ITEM
12.           INDEMNIFICATION
OF DIRECTORS AND OFFICERS.

The Nevada Revised Statutes provide that:

- a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative,
  except an action by or in the right of the corporation, by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation,
  or is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise, against expenses, including attorneys fees, judgments,
  fines and amounts paid in settlement actually and reasonably incurred by him
  in connection with the action, suit or proceeding if he acted in good faith
  and in a manner which he reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful;
- a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor by reason of the fact that he is or was a director, officer, employee or
  agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against expenses,
  including amounts paid in settlement and attorneys fees actually and
  reasonably incurred by him in connection with the defense or settlement of the
  action or suit if he acted in good faith and in a manner which he reasonably
  believed to be in or not opposed to the best interests of the corporation.
  Indemnification may not be made for any claim, issue or matter as to which
  such a person has been adjudged by a court of competent jurisdiction, after
  exhaustion of all appeals therefrom, to be liable to the corporation or for
  amounts paid in settlement to the corporation, unless and only to the extent
  that the court in which the action or suit was brought or other court of
  competent jurisdiction determines upon application that in view of all the
  circumstances of the

---

- 48 -

- to the extent that a director, officer, employee or agent of a corporation
    has been successful on the merits or otherwise in defense of any action, suit
    or proceeding, or in defense of any claim, issue or matter therein, the corporation
    shall indemnify him against expenses, including attorneys fees, actually
    and reasonably incurred by him in connection with the defense.

We may make any discretionary
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made:

- by our stockholders;
- by our board of directors by majority vote of a quorum consisting of
  directors who were not parties to the action, suit or proceeding;
- if a majority vote of a quorum consisting of directors who were not parties
  to the action, suit or proceeding so orders, by independent legal counsel in a
  written opinion;
- if a quorum consisting of directors who were not parties to the action,
  suit or proceeding cannot be obtained, by independent legal counsel in a
  written opinion; or
- by court order.

Our articles of incorporation
provide that we shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of our company) by reason of
the fact that he or she is or was a director of our company or is or was serving
as a director, officer, employee or agent of another entity at the request of
our company or any predecessor of our company against judgments, fines,
penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses (including attorneys fees and disbursements) that he or she incur in
connection with such action or proceeding.

Our bylaws also provide that we
shall indemnify our directors and officers to the fullest extent not prohibited
by the Nevada Revised Statutes; provided, however, that we may modify the
extent of such indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required to indemnify any
director or officer in connection with any proceeding (or part of such
proceeding) initiated by such person unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by our
board of directors, (iii) such indemnification is provided by our company, in
its sole discretion, pursuant to the powers vested in our company under the
Nevada Revised Statutes or (iv) such indemnification is required to be
made by any court of competent jurisdiction. We also have power to indemnify our
employees and other agents as set forth in theNevada Revised Statutes.

Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of our company pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.

---

ITEM 13    FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.









FORCE ENERGY CORP.

(formerly Nuance Resources Corp)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2008 and 2007

(Stated in US Dollars)



---

|                      | BDO DunwoodyLLP               | 600 Cathedral Place
|--------------------- | ----------------------------- | -------------------
|Chartered Accountants | 925 West Georgia Street      
|                      | Vancouver, BC, Canada V6C 3L2
|                      | Telephone: (604) 688-5421    
|                      | Telefax: (604) 688-5132      
|                      | E-mail: vancouver@bdo.ca     
|                      | www.bdo.ca                   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Stockholders, 
  Force Energy Corp
  (Formerly Nuance Resources Corp.) 
  (A Development Stage Company)

We have audited the accompanying consolidated balance sheets
  of Force Energy Corp. (formerly Nuance Resources Corp.; the Company,
  a Development Stage Company) and its subsidiaries as of November 30, 2008 and
  2007 and the related consolidated statements of operations and comprehensive
  loss, cash flows and stockholders' equity for the years then ended and for the
  period from November 1, 2006 (Date of Inception) to November 30, 2008. These
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audit included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made by management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.

In our opinion these consolidated financial
  statements referred to above present fairly, in all material respects, the financial
  position of Force Energy Corp. (formerly Nuance Resources Corp., a Development
  Stage Company) and its subsidiaries as of November 30, 2008 and 2007 and the
  results of their operations and their cash flows for the years then ended and
  for the period from November 1, 2006 (Date of Inception) to November 30, 2008,
  in conformity with accounting principles generally accepted in the United States
  of America.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company is in the development
  stage, has working capital which may not be sufficient to sustain operations
  over the next twelve months, has yet to achieve profitable operations, has accumulated
  losses since its inception and expects to incur further losses in the development
  of its business These factors, along with other matters as set forth in Note
  1, raise substantial doubt that the Company will be able to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of these uncertainties.

(signed) BDO Dunwoody LLP 
  Chartered Accountants

Vancouver, Canada 
  March 13, 2009



---

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

|                                                                               |   | 2008      |   |   | 2007    |  
|------------------------------------------------------------------------------ | - | --------- | - | - | ------- | -
|**ASSETS**                                                                     |  
|Current                                                                        |   |           |   |   |         |  
|Cash                                                                           | $ | 458,940   |   | $ | 37,184  |  
|Deposits                                                                       |   | 13,517    |   |   | -       |  
|Prepaid expenses                                                               |   | 268       |   |   | -       |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 472,725   |   |   | 37,184  |  
|                                                                               |   |           |   |   |         |  
|Property and equipment  Note 5                                                |   | 4,069     |   |   | -       |  
|Oil and gas properties, at full cost                                           |   |           |   |   |         |  
|Unproved Properties
       Note 6                                             |   | 165,702   |   |   | 95,702  |  
|                                                                               |   |           |   |   |         |  
|                                                                               | $ | 642,496   |   | $ | 132,886 |  
|                                                                               |   |           |   |   |         |  
|LIABILITIES                                                                    |  
|                                                                               |   |           |   |   |         |  
|Current                                                                        |   |           |   |   |         |  
|Accounts payable and accrued liabilities
       Note 7                        | $ | 148,410   |   | $ | 2,375   |  
|Due to related party
       Note 7                                            |   | -         |   |   | 5,018   |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 148,410   |   |   | 7,393   |  
|                                                                               |   |           |   |   |         |  
|STOCKHOLDERS EQUITY                                                           |  
|                                                                               |   |           |   |   |         |  
|Preferred stock, $0.001 par value                                              |   |           |   |   |         |  
|10,000,000 shares authorized, none
      outstanding                           |   |           |   |   |         |  
|Common stock, $0.001 par value  Note
      8                                  |   |           |   |   |         |  
|270,000,000 shares authorized                                                  |   |           |   |   |         |  
|45,994,000 shares
      issued (November 30, 2007, - 44,694,000 shares issued) |   | 45,994    |   |   | 44,694  |  
|Additional paid in capital                                                     |   | 1,323,302 |   |   | 169,602 |  
|Deficit accumulated during the development
      stage                         |   | (875,210  | ) |   | (88,803 | )
|                                                                               |   |           |   |   |         |  
|                                                                               |   | 494,086   |   |   | 125,493 |  
|                                                                               |   |           |   |   |         |  
|                                                                               | $ | 642,496   |   | $ | 132,886 |  
|                                                                               |   |           |   |   |         |  
|                                                                               |   |           |   |   |         |  
|Nature of Operations and Ability to Continue as a
      Going Concern  Note 1 |   |           |   |  
|Commitments  Notes 6 and 10                                                   |   |           |   |   |         |  
|Subsequent Events  Notes 6 and 10                                             |   |           |   |   |         |  

SEE ACCOMPANYING NOTES

F-1

---

|FORCE ENERGY CORP.                                          
|------------------------------------------------------------
|(formerly Nuance Resources Corp.)                           
|(A Development Stage Company)                               
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|for the years ended November 30, 2008 and 2007 and          
|for the period from November 1, 2006 (Date of Inception)    
|to November 30, 2008                                        
|(Stated in US Dollars)                                      

|                                               |   |            |   |   |            |   |   | Period from   |  
|---------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------- | -
|                                               |   |            |   |   |            |   |   | November 1,   |  
|                                               |   |            |   |   |            |   |   | 2006 (Date of |  
|                                               |   |            |   |   |            |   |   | Inception) to |  
|                                               |   |            |   |   |            |   |   | November 30   |  
|                                               |   | 2008       |   |   | 2007       |   |   | 2008          |  
|                                               |   |            |   |   |            |   |   | (cumulative)  |  
|                                               |   |            |   |   |            |   |   |               |  
|Expenses                                       |   |            |   |   |            |   |   |               |  
|Accounting and audit fees                      | $ | 46,333     |   | $ | 26,761     |   | $ | 83,094        |  
|Bank charges                                   |   | 514        |   |   | 502        |   |   | 1,035         |  
|Consulting fees - Note
      10                |   | 408,500    |   |   | -          |   |   | 408,500       |  
|Depreciation                                   |   | 582        |   |   | -          |   |   | 582           |  
|Investor relations                             |   | 33,159     |   |   | -          |   |   | 33,159        |  
|Legal fees                                     |   | 41,982     |   |   | 49,360     |   |   | 94,992        |  
|Management fees 
      Note 7                 |   | 157,500    |   |   | -          |   |   | 157,500       |  
|Office expenses                                |   | 6,651      |   |   | 362        |   |   | 7,013         |  
|Rent  Note 7                                  |   | 15,108     |   |   | -          |   |   | 15,108        |  
|Tax penalties and interest                     |   | 50,000     |   |   | -          |   |   | 50,000        |  
|Transfer and filing fees                       |   | 20,914     |   |   | 15,643     |   |   | 36,557        |  
|Travel                                         |   | 6,258      |   |   | 838        |   |   | 7,096         |  
|                                               |   |            |   |   |            |   |   |               |  
|Loss before other items                        |   | (787,501   | ) |   | (93,466    | ) |   | (894,636      | )
|                                               |   |            |   |   |            |   |   |               |  
|Other items:                                   |   |            |   |   |            |   |   |               |  
|Debt forgiveness                               |   | -          |   |   | 610        |   |   | 610           |  
|Foreign exchange gain                          |   | 1,094      |   |   | 12,997     |   |   | 18,816        |  
|                                               |   |            |   |   |            |   |   |               |  
|                                               |   | 1,094      |   |   | 13,607     |   |   | 19,426        |  
|                                               |   |            |   |   |            |   |   |               |  
|Net loss and comprehensive loss for the period | $ | (786,407   | ) | $ | (79,859    | ) | $ | (875,210      | )
|                                               |   |            |   |   |            |   |   |               |  
|Basic loss per share                           | $ | (0.02      | ) | $ | (0.00      | ) |   |               |  
|                                               |   |            |   |   |            |   |   |               |  
|Weighted average number of shares outstanding  |   | 45,503,315 |   |   | 42,677,177 |   |   |               |  

SEE ACCOMPANYING NOTES

F-2

---

|FORCE ENERGY CORP.                                      
|--------------------------------------------------------
|(formerly Nuance Resources Corp.)                       
|(A Development Stage Company)                           
|CONSOLIDATED STATEMENTS OF CASH FLOWS                   
|for the years ended November 30, 2008 and 2007 and      
|for the period from November 1, 2006 (Date of Inception)
|to November 30, 2008                                    
|(Stated in US Dollars)                                  

|                                                            |   |          |   |   |          |   |   | Period from   |  
|----------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ------------- | -
|                                                            |   |          |   |   |          |   |   | November 1,   |  
|                                                            |   |          |   |   |          |   |   | 2006 (Date of |  
|                                                            |   |          |   |   |          |   |   | Inception) to |  
|                                                            |   |          |   |   |          |   |   | November 30   |  
|                                                            |   | 2008     |   |   | 2007     |   |   | 2008          |  
|                                                            |   |          |   |   |          |   |   | (cumulative)  |  
|Cash Flows provided by (used in) Operating Activities       |   |          |   |   |          |   |   |               |  
|Net loss for the period                                     | $ | (786,407 | ) | $ | (79,859  | ) | $ | (875,210      | )
|Adjustments to reconcile net loss to net cash
      used in |   |          |   |   |          |   |   |               |  
|operating
      activities:                                 |   |          |   |   |          |   |   |               |  
|Consulting fees paid
      in stock                         |   | 405,000  |   |   | -        |   |   | 405,000       |  
|Debt
      forgiveness                                      |   | -        |   |   | (610     | ) |   | (610          | )
|Depreciation                                                |   | 582      |   |   | -        |   |   | 582           |  
|Changes in non-cash working capital
      items related to  |   |          |   |   |          |   |   |               |  
|operations:                                                 |   |          |   |   |          |   |   |               |  
|Deposits                                                    |   | (13,517  | ) |   | -        |   |   | (13,517       | )
|Prepaid expenses                                            |   | (268     | ) |   | 5,500    |   |   | (268          | )
|Accounts
      payable and accrued liabilities              |   | 141,017  |   |   | (55,927  | ) |   | 109,258       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash used in operating activities                       |   | (253,593 | ) |   | (130,896 | ) |   | (374,765      | )
|                                                            |   |          |   |   |          |   |   |               |  
|Cash Flows used in Investing Activities                     |   |          |   |   |          |   |   |               |  
|Acquisition of property and equipment                       |   | (4,651   | ) |   | -        |   |   | (4,651        | )
|Acquisition and development costs
      of oil and gas      |   | (70,000  | ) |   | (82,650  | ) |   | (152,650      | )
|properties                                                  |   |          |   |   |          |   |   |               |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash used in investing activities                       |   | (74,651  | ) |   | (82,650  | ) |   | (157,301      | )
|                                                            |   |          |   |   |          |   |   |               |  
|Cash Flows provided by Financing Activities                 |   |          |   |   |          |   |   |               |  
|Capital stock issued                                        |   | 750,000  |   |   | 110,000  |   |   | 967,000       |  
|Cash acquired on reverse acquisition                        |   | -        |   |   | 37,058   |   |   | 37,058        |  
|                                                            |   |          |   |   |          |   |   |               |  
|Net cash provided by financing activities                   |   | 750,000  |   |   | 147,058  |   |   | 1,004,058     |  
|                                                            |   |          |   |   |          |   |   |               |  
|Effect of foreign currency translation                      |   | -        |   |   | (13,052  | ) |   | (13,052       | )
|                                                            |   |          |   |   |          |   |   |               |  
|Increase (decrease) in cash during the period               |   | 421,756  |   |   | (79,540  | ) |   | 458,940       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Cash, beginning of the period                               |   | 37,184   |   |   | 116,724  |   |   | -             |  
|                                                            |   |          |   |   |          |   |   |               |  
|Cash, end of the period                                     | $ | 458,940  |   | $ | 37,184   |   | $ | 458,940       |  
|                                                            |   |          |   |   |          |   |   |               |  
|Non-cash Transactions  Note 11                             |   |          |   |   |          |   |   |               |  

SEE ACCOMPANYING NOTES

F-3

---

|FORCE ENERGY CORP.                                                                 
|-----------------------------------------------------------------------------------
|(formerly Nuance Resources Corp.)                                                  
|(A Development Stage Company)                                                      
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                                     
|for the period from November 1, 2006 (Date of Inception)
      to November 30, 2008
|(Stated in US Dollars)                                                             

|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   | Deficit     |         |   |          |  
|-------------------------------------------------------------------- |  | ----------- | ------- |  | ------------- | --- | - | --------- | ------- | - | ----------- | - | - | ----------- | ------- | - | -------- | -
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   | Accumulated |         |   |          |  
|                                                                     |  |             |         |  |               |     |   |           |         |   | Additional  |   |   | During the  |         |   |          |  
|                                                                     |  |             |         |  | Common Shares |     |   | Paid-in   |         |   | Development |   |   |             |        
|                                                                     |  |             |         |  | Number        |     |   | Par Value |         |   | Capital     |   |   | Stage       |         |   | Total    |  
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Capital stock issued for cash                                        |  |  at $0.005 |         |  | 23,000,000    |     | $ | 23,000    |         | $ | 92,000      |   | $ | -           |         | $ | 115,000  |  
|Less: commissions                                                    |  |             |         |  | -             |     |   | -         |         |   | (8,000      | ) |   | -           |         |   | (8,000   | )
|Net loss and comprehensive loss for the period                       |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (8,944      | )       |   | (8,944   | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance, November 30, 2006                                           |  |             |         |  | 23,000,000    |     |   | 23,000    |         |   | 84,000      |   |   | (8,944      | )       |   | 98,056   |  
|Pursuant to agreement of merger and plan of                          |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|reorganization                                                       |  |             |         |  | 21,354,000    |     |   | 21,354    |         |   | (24,058     | ) |   | -           |         |   | (2,704   | )
|Capital stock issued for cash                                        |  |  at $0.25  |         |  | 240,000       |     |   | 240       |         |   | 59,760      |   |   | -           |         |   | 60,000   |  
|                                                                     |  |  at $0.50  |         |  | 100,000       |     |   | 100       |         |   | 49,900      |   |   | -           |         |   | 50,000   |  
|Net loss and comprehensive loss for the year                         |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (79,859     | )       |   | (79,859  | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance November 30, 2007                                            |  |             |         |  | 44,694,000    |     |   | 44,694    |         |   | 169,602     |   |   | (88,803     | )       |   | 125,493  |  
|Capital stock issued for cash                                        |  |  at $0.75  |         |  | 1,000,000     |     |   | 1,000     |         |   | 749,000     |   |   | -           |         |   | 750,000  |  
|Pursuant to consulting service agreements 
      Note 10  at $1.35 |  |             | 300,000 |  |               | 300 |   |           | 404,700 |   |             | - |   |             | 405,000 |  
|Net loss and comprehensive loss for the year                         |  |             |         |  | -             |     |   | -         |         |   | -           |   |   | (786,407    | )       |   | (786,407 | )
|                                                                     |  |             |         |  |               |     |   |           |         |   |             |   |   |             |         |   |          |  
|Balance November 30, 2008                                            |  |             |         |  | 45,994,000    |     | $ | 45,994    |         | $ | 1,323,302   |   | $ | (875,210    | )       | $ | 494,086  |  

SEE ACCOMPANYING NOTES

F-4

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in US Dollars)                        

|Note 1 | Nature of Operations and Ability to Continue
      as a Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company was incorporated
      in the state of Nevada, United States of America on November 1, 2006.
      The Company was formed for the purpose of acquiring exploration and development
      stage natural resource properties. The Companys year end is November
      30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Effective December 28, 2006,
      the Board of Directors authorized a 3 for 1 forward stock split on the
      common shares. The authorized number of common shares increased from 90,000,000
      to 270,000,000 common shares with a par value of $0.001. All references
      in the accompanying financial statements to the number of common shares
      have been restated to reflect the forward stock split.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | On February 12, 2008, the Company
      acquired 100% of the common shares of Force Energy Corp. an inactive company
      incorporated in Nevada on July 19, 2005, for $100, to effect a name change
      of the Company. On February 12, 2008, the Company and Force Energy Corp
      filed articles of merger with the Secretary of State of Nevada to effectuate
      a merger between the two companies. The surviving entity of the merger
      was the Company. Immediately thereafter the Company changed its name to
      Force Energy Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | These financial statements have
      been prepared in accordance with generally accepted accounting principles
      applicable to a going concern, which assumes that the Company will be
      able to meet its obligations and continue its operations for its next
      fiscal year. Realization values may be substantially different from carrying
      values as shown and these financial statements do not give effect to adjustments
      that would be necessary to the carrying values and classification of assets
      and liabilities should the Company be unable to continue as a going concern.
      At November 30, 2008, the Company has working capital which may not be
      sufficient to sustain operations over the next twelve months and is dependent
      on its ability to raise capital from shareholders or other sources to
      meet its obligations and repay its liabilities arising from normal business
      operations when they come due. The Company has yet to achieve profitable
      operations, has accumulated losses of $875,210 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

F-5

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 2               

|Note 2 | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The consolidated financial statements
      of the Company have been prepared in accordance with accounting principles
      generally accepted in the United States of America and are stated in US
      dollars. Because a precise determination of many assets and liabilities
      is dependent upon future events, the preparation of financial statements
      for a period necessarily involves the use of estimates, which may have
      been made using careful judgment. Actual results may vary from these estimates.                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The financial statements have,
      in managements opinion, been properly prepared within the framework
      of the significant accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Development Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company is a development
      stage company as defined in the Statement of Financial Accounting Standard
      (SFAS) No. 7, Accounting and Reporting By Development
      Stage Enterprises, as it is devoting substantially all of its efforts
      to establish a new business and planned principal operations have not
      commenced. All losses accumulated since inception have been considered
      as part of the Companys development stage activities.                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company is subject to several
      categories of risk associated with its development stage activities. Natural
      gas and oil exploration and production is a speculative business, and
      involves a high degree of risk. Among the factors that have a direct bearing
      on the Companys prospects are uncertainties inherent in estimating
      natural gas and oil reserves, future hydrocarbon production, and cash
      flows, particularly with respect to wells that have not been fully tested
      and with wells having limited production histories; access to additional
      capital; changes in the price of natural gas and oil; availability and
      cost of services and equipment; and the presence of competitors with greater
      financial resources and capacity.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | These consolidated financial
      statements include the accounts of the merged Company (Note 3) and its
      wholly-owned subsidiaries, FRC Exploration Ltd. (a BC Corporation) (FRC)
      and Nuance Exploration Ltd. (a BC Corporation) (NEL). All
      significant inter- company balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The carrying value of the Companys
      financial instruments, consisting of cash, accounts payable and accrued
      liabilities and due to related party 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.                                                                                                                                                                                                                                                                                                                                                                       

F-6

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 3               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Companys functional
      currency is the Canadian dollar as substantially all of the Companys
      operations are in Canada. The Company uses the United States (US)
      dollar as its reporting currency for consistency with registrants of the
      Securities and Exchange Commission (SEC) in accordance with
      the SFAS No. 52, Foreign Currency Translation.                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Assets and liabilities denominated
      in currencies other than US dollars are translated at the exchange rate
      in effect at the balance sheet date and capital accounts are translated
      at historical rates. Income statement accounts are translated at the average
      rates of exchange prevailing during the period. Translation adjustments
      from the use of different exchange rates from period to period are included
      in the Accumulated Other Comprehensive Income account in Stockholders
      Equity, if applicable.                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Transactions undertaken in currencies
      other than the functional currency of the entity are translated using
      the exchange rate in effect as of the transaction date. Any exchange gains
      and losses are included in the Statement of Operations.                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Property and equipment are stated
      at cost less accumulated depreciation. Depreciation is provided principally
      on the straight-line method over the estimated useful lives of the assets,
      which are generally 2 to 5 years. The cost of repairs and maintenance
      is charged to expense as incurred. Expenditures for property betterments
      and renewals are capitalized. Upon sale or other disposition of a depreciable
      asset, cost and accumulated depreciation are removed from the accounts
      and any gain or loss is reflected in other income (expense).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company periodically evaluates
      whether events and circumstances have occurred that may warrant revision
      of the estimated useful life of its property and equipment or whether
      the remaining balance of property and equipment should be evaluated for
      possible impairment. The Company uses an estimate of the related undiscounted
      cash flows over the remaining life of the fixed assets in measuring their
      recoverability.                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company follows the full
      cost method of accounting for oil and gas operations whereby all costs
      of exploring for and developing oil and gas reserves are initially capitalized
      on a country-by-country (cost centre) basis. Such costs include land acquisition
      costs, geological and geophysical expenses, carrying charges on non- producing
      properties, costs of drilling and overhead charges directly related to
      acquisition and exploration activities.                                                                                              

F-7

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 4               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Oil and Gas Properties  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Costs capitalized, together with
      the costs of production equipment, are depleted and amortized on the unit-of-production
      method based on the estimated gross proved reserves. Petroleum products
      and reserves are converted to a common unit of measure, using 6 MCF of
      natural gas to one barrel of oil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Costs of acquiring and evaluating
      unproved properties are initially excluded from depletion calculations.
      These unevaluated properties are assessed periodically to ascertain whether
      impairment has occurred. When proved reserves are assigned or the property
      is considered to be impaired, the cost of the property or the amount of
      the impairment is added to costs subject to depletion calculations.                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | If capitalized costs, less related
      accumulated amortization and deferred income taxes, exceed the full
      cost ceiling the excess is expensed in the period such excess occurs.
      The full cost ceiling is determined based on the present value
      of estimated future net revenues attributed to proved reserves, using
      current prices less estimated future expenditures plus the lower of cost
      and fair value of unproven properties within the cost centre.                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Proceeds from a sale of petroleum
      and natural gas properties are applied against capitalized costs, with
      no gain or loss recognized, unless such a sale would alter the relationship
      between capitalized costs and proved reserves of oil and gas attributable
      to a cost centre. Royalties paid net of any tax credits received are netted
      with oil and gas sales.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Impairment of Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | In accordance with SFAS No. 144,
      Accounting for the Impairment or Disposal of Long- lived Assets,
      the carrying value of intangible assets and other long-lived assets are
      reviewed on a regular basis for the existence of facts or circumstances
      that may suggest impairment. The Company recognizes impairment when the
      sum of the expected undiscounted future cash flows is less than the carrying
      amount of the asset. Impairment losses, if any, are measured as the excess
      of the carrying amount of the asset over its estimated fair value. Oil
      and gas properties accounted for using the full cost method of accounting,
      a method utilized by the Company, is excluded from this requirement, but
      will continue to be subject to the ceiling test limitations.

F-8

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 5               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company has adopted SFAS
      No. 143, Accounting for Asset Retirement Obligations, which
      requires that asset retirement obligations (ARO) associated
      with the retirement of a tangible long-lived asset, including natural
      gas and oil properties, be recognized as liabilities in the period in
      which it is incurred and becomes determinable, with an offsetting increase
      in the carrying amount of the associated assets. The cost of tangible
      long-lived assets, including the initially recognized ARO, is depleted,
      such that the cost of the ARO is recognized over the useful life of the
      assets. The ARO is recorded at fair value, and accretion expense is recognized
      over time as the discounted fair value is accreted to the expected settlement
      value.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The fair value of the ARO is
      measured using expected future cash flow, discounted at the Companys
      credit-adjusted risk-free interest rate. As at November 30, 2008 and 2007,
      the Company has determined it has no assets retirement obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company uses the asset and
      liability method of accounting for income taxes pursuant to SFAS No. 109
      Accounting for Income Taxes. Under the assets and liability
      method of SFAS 109, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to temporary differences
      between the financial statements carrying amounts of existing assets and
      liabilities and loss carryforwards and their respective tax bases. Deferred
      tax assets and liabilities are measured using enacted tax rates expected
      to apply to taxable income in the years in which those temporary differences
      are expected to be recovered or settled.                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Basic Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company reports basic loss
      per share in accordance with SFAS No. 128, Earnings Per Share.
      Basic loss per share is computed using the weighted average number of
      common shares outstanding during the period. Diluted loss per share has
      not been provided as the Company has no potential common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Under SFAS 130, Reporting Comprehensive
      Income, the Company is required to report comprehensive income, which
      includes net loss as well as changes in equity from non- owner sources.
      The other changes in equity included in comprehensive income for the periods
      presented comprise the foreign currency cumulative translation adjustments
      as disclosed in the Consolidated Statements of Operations and Comprehensive
      Loss.                                                                                                                                                                                                                                                                                                                                                                        

F-9

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 6               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Recently adopted accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | On December 1, 2007, we adopted
      Financial Accounting Standards Board (FASB) Statement No.
      157, Fair Value Measurements (SFAS No. 157) for all financial
      assets and liabilities and nonfinancial assets and liabilities that are
      recognized or disclosed at fair value in the financial statements on a
      recurring basis (at least annually). SFAS No. 157 defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, and expands disclosures about fair value measurements.
      This statement does not require any new fair value measurements, but provides
      guidance on how to measure fair value by providing a fair value hierarchy
      used to classify the source of the information. See Note 4  Financial
      Instruments.                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | On December 1, 2007 Statement
      of Financial Accounting Standard (SFAS) No. 159, The Fair
      Value Option for Financial Assets and Financial Liabilities-Including
      an amendment of FASB Statement No. 115, became effective for us. SFAS
      No. 159 gives us the irrevocable option to elect fair value for the initial
      and subsequent measurement for certain financial assets and liabilities
      on a contract-by-contract basis with the difference between the carrying
      value before election of the fair value option and the fair value recorded
      upon election as an adjustment to beginning retained earnings. As of November
      30, 2008, we had not elected the fair value option for any eligible financial
      asset or liability.                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Recent Accounting Pronouncements
      Not Yet Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In May 2008, the FASB issued
      SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles
      (SFAS No. 162). SFAS No. 162 is intended to improve financial
      reporting by identifying a consistent framework, or hierarchy, for selecting
      accounting principles to be used in preparing financial statements that
      are presented in conformity with U.S. generally accepted accounting principles
      for nongovernmental entities. SFAS No. 162 is effective 60 days following
      the SEC's approval of the Public Company Accounting Oversight Board Auditing
      amendments to AU Section 411, The Meaning of Present Fairly in Conformity
      with Generally Accepted Accounting Principles. The Company does not expect
      there to be any significant impact of adopting SFAS 162 on its financial
      position, cash flows and results of operations.

F-10

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 7               

|Note 2 | Summary of Significant Accounting Policies 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | New Accounting Standards  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Recent Accounting Pronouncements Not Yet Adopted
       (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In March 2008, the FASB issued
      Statement of Financial Accounting Standards (SFAS) No. 161,
      Disclosures about Derivative Instruments and Hedging Activities,
      an amendment of FASB Statement No. 133, which requires additional disclosures
      about the objectives of the derivative instruments and hedging activities,
      the method of accounting for such instruments under SFAS No. 133 and its
      related interpretations, and a tabular disclosure of the effects of such
      instruments and related hedged items on financial position, financial
      performance and cash flows. SFAS No. 161 is effective for fiscal years
      and interim periods beginning after November 15, 2008. The adoption of
      SFAS 161 should have no effect on the financial position and results of
      operations of the Company.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In January 2008, Staff Accounting
      Bulletin (SAB) 110, Share-Based Payment was issued.
      Registrants may continue, under certain circumstances, to use the simplified
      method in developing estimates of the expected term of share options as
      initially allowed by SAB 107, Share-Based Payment. The adoption
      of SAB 110 should have no effect on the financial position and results
      of operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In December 2007, the FASB issued
      SFAS No. 141 (Revised) Business Combinations. SFAS 141 (Revised)
      establishes principles and requirements for how the acquirer of a business
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed, and any non-controlling interest in
      the acquiree.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The statement also provides guidance
      for recognizing and measuring the goodwill acquired in the business combination
      and determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. The guidance will become effective for the first fiscal year
      beginning after December 15, 2008. The management is in the process of
      evaluating the impact SFAS 141 (Revised) will have on the Companys
      financial statements upon adoption.                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In December 2007, the FASB issued
      SFAS No. 160 Non-controlling Interests in Consolidated Financial
      Statements-an amendment of ARB No. 51. SFAS 160 establishes accounting
      and reporting standards for the non-controlling interest in a subsidiary
      and for the deconsolidation of a subsidiary. The guidance will become
      effective for the first fiscal year beginning after December 15, 2008.
      The management is in the process of evaluating the impact SFAS 160 will
      have on the Companys financial statements upon adoption.                                                                                                                                                                                                                                                                                      

F-11

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 8               

|Note 3 | Reverse Merger and Recapitalization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Pursuant to an Agreement of Merger and Plan of
      Reorganization between Nuance Resources Corp. (formerly Farrier Resources
      Corp.), (Farrier), Farrier Acquisition Inc. (Acquisition
      Inc), a Nevada Corporation, and a wholly-owned subsidiary of Farrier
      incorporated for the sole purpose of the merger transactions, and Nuance
      Resources Corp (Nuance), a Nevada Corporation, on December 29,
      2006, Acquisition Inc and Nuance merged and Nuance became the surviving
      company of the merger. All common shares outstanding of Acquisition Inc
      were converted into an equal number of common shares of Nuance. Pursuant
      to the agreement, on December 29, 2006 the shareholders of record of Nuance
      exercised their right to exchange their shares on a one for one basis for
      shares of Farrier. Accordingly on December 29, 2006, Nuance became a wholly-owned
      subsidiary company of Farrier.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Since this transaction resulted in the shareholders
      of Nuance owning a majority of the issued and outstanding shares of Farrier,
      the transaction is accounted for as a reverse merger recapitalization and
      the consolidated financial statements are a continuation of the operations
      of Nuance, and not of Farrier. The operations of Farrier are included in
      the consolidated statement of operations from December 29, 2006, the effective
      date of the acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | On January 4, 2007, Farrier and Nuance entered
      into a subsequent merger agreement whereby Nuance merged with and into Farrier.
      All common shares outstanding of Nuance were converted into an equal number
      of common shares of Farrier. The surviving entity of the merger was Farrier.
      Immediately thereafter, Farrier changed its name to Nuance Resources Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | On December 29, 2006, the fair value (which approximated
      the carrying value) of the acquired net liabilities of Farrier were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | Cash             | $ | 37,058  |  
| | ---------------- | - | ------- | -
| | Accounts payable |   | (39,762 | )
| |                  |   |         |  
| | Net liabilities  | $ | (2,704  | )

F-12

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 9               

|Note 4 | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | We adopted SFAS No. 157 on December
      1, 2007 for all financial assets and liabilities and nonfinancial assets
      and liabilities that are recognized or disclosed at fair value in the
      financial statements on a recurring basis (at least annually). SFAS No.
      157 defines fair value, establishes a framework for measuring fair value,
      and expands disclosures about fair value measurements.                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | SFAS No. 157 defines fair value
      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, SFAS No. 157 expands the disclosure requirements around fair value
      and establishes a fair value hierarchy for valuation inputs. 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 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.                                                            

The Company holds no Level 1 or Level
  2 financial assets or liabilities.

The carrying value of the Companys
  financial assets and liabilities which consist of cash, accounts payable and
  accrued liabilities and due to related party in managements 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.

F-13

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 10              

|Note 5 | Property and Equipment                           
|------ | -------------------------------------------------
|       |                                                  
|       | Property and equipment consists of the following:

| |                                 |   | November 30 |   |   | November 30 | 
| | ------------------------------- | - | ----------- | - | - | ----------- | 
| |                                 |   | 2008        |   |   | 2007        | 
| |                                 |   |             |   |   |             | 
| | Computer equipment and software | $ | 4,275       |   | $ | -           | 
| | Less: Accumulated depreciation  |   | (535        | ) |   | -           | 
| |                                 |   | 3,740       |   |   | -           | 
| |                                 |   |             |   |   |             | 
| | Office equipment                |   | 376         |   |   | -           | 
| | Less: Accumulated depreciation  |   | (47         | ) |   | -           | 
| |                                 |   | 329         |   |   | -           | 
| |                                 |   |             |   |   |             | 
| |                                 | $ | 4,069       |   | $ | -           | 

|Note 6 | Oil and Gas Properties
|------ | ----------------------

| |                     |   | November 30, 2008 | 
| | ------------------- | - | ----------------- | 
| |                     |   | United            | 
| |                     |   | States            | 
| | Unproved properties |   |                   | 
| | - acquisition costs | $ | 50,000            | 
| | - development costs |   | 20,000            | 
| |                     |   |                   | 
| |                     | $ | 70,000            | 
| |                     |   |                   | 
| |                     |   | November 30, 2007 | 
| |                     |   | United            | 
| |                     |   | States            | 
| | Unproved properties |   |                   | 
| | - acquisition costs | $ | -                 | 

| | 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.

F-14

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 11              

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

F-15

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 12              

|Note 6 | Oil and Gas Properties
      (contd)                                                                                                                                                                                                                                                      
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                             
|       | b)                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                             
|Note 7 | Related Party Transactions                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                             
|       | The amount due to related party
      was due to the Companys former director and is unsecured, non-interest
      bearing and has no specific terms for repayment.                                                                                                                        
|       |                                                                                                                                                                                                                                                                                             
|       | Accounts payable at November
      30, 2008 includes $64,250 (2007: $nil); owing to the Companys director
      and companies controlled by the Companys director for unpaid corporate
      expenses of $14,750, unpaid management fees of $48,500 and rent of $1,000
      respectively.
|       |                                                                                                                                                                                                                                                                                             
|       | During the year ended November
      30, 2008, the Company accrued $157,500 (2007: $nil) for management fees
      and $7,000 (2007: $nil) for rent charged by companies controlled by the
      Companys director.                                                                        

F-16

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 13              

|Note 8 | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | During the period ended November
      30, 2006, the Company issued 23,000,000 common shares at $0.005 for total
      proceeds of $115,000. The Company paid commissions of $8,000 for net proceeds
      of $107,000.                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On December 29, 2006, the Company
      issued 21,354,000 common shares as a result of the reverse merger and
      recapitalization (Note 3).                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On April 5, 2007, the Company
      issued 240,000 common shares at $0.25 per share for total proceeds of
      $60,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On November 30, 2007, the Company
      issued 100,000 common shares at $0.50 per share for total proceeds of
      $50,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On April 16, 2008, the Company
      agreed to issue 300,000 common shares (issued May 2008) with a fair value
      of $1.35 per share totalling $405,000 pursuant to three consultancy contracts.                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On April 17, 2008, the Company
      issued 1,000,000 common shares at $0.75 per share for total proceeds of
      $750,000 pursuant to a private placement.                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 9 | Deferred Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | At November 30, 2008, the Company
      has accumulated net operating losses in the United States of America totalling
      approximately $825,000 which are available to reduce taxable income in
      future taxation years. At November 30, 2008 the Company has accumulated
      Canadian oil and gas resource property expenditures aggregating $88,800
      (CDN$110,000) which may be used to reduce taxable income in future taxation
      years.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company's income tax expense
      for the years ended November 30, 2008 and 2007 differed from the United
      States statutory rates:                                                                                                                                                                                                                                                                                                                  

| |                                                          |   | 2008     |   |   | 2007    |  
| | -------------------------------------------------------- | - | -------- | - | - | ------- | -
| |                                                          |   |          |   |   |         |  
| | Effective tax rate                                       |   | 34%      |   |   | 34%     |  
| |                                                          |   |          |   |   |         |  
| | Statutory rate applied to loss before income
      taxes | $ | (267,000 | ) | $ | (27,000 | )
| | Permanent difference                                     |   | 17,000   |   |   | -       |  
| | Increase in income taxes resulting from:                 |   |          |   |   |         |  
| | Change in valuation allowance                            |   | 250,000  |   |   | 27,000  |  
| |                                                          |   |          |   |   |         |  
| | Income tax expense                                       | $ | -        |   | $ | -       |  

F-17

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|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 14              

|Note 9 | Deferred Income Taxes  (contd)                                                     
|------ | -------------------------------------------------------------------------------------
|       |                                                                                      
|       | The significant components of the Companys
      deferred tax assets are as follows:

| |                                   |   | 2007     |   |   | 2007    |  
| | --------------------------------- | - | -------- | - | - | ------- | -
| |                                   |   |          |   |   |         |  
| | Deferred tax assets               |   |          |   |   |         |  
| | Net operating losses carryforward | $ | 280,000  |   | $ | 30,000  |  
| | Less: valuation allowance         |   | (280,000 | ) |   | (30,000 | )
| |                                   |   |          |   |   |         |  
| | Net deferred tax assets           | $ | -        |   | $ | -       |  

These losses expire as follows:

Year of Expiry
      
      Loss2026
      $
      9,0002027
      
      80,0002028
      
      736,000$
      825,000


The amount taken into income as deferred
  tax assets must reflect that portion of the income tax loss carryforwards that
  is more likely-than-not to be realized from future operations. The Company has
  chosen to provide an allowance of 100% against all available income tax loss
  carryforwards, regardless of their time of expiry.

On December 1, 2007, the Company adopted
  FASB Interpretation No. 48,"Accounting for Uncertainty in Income Taxes" ("FIN
  48"). FIN 48 prescribes a recognition threshold and measurement attribute for
  the recognition and measurement of tax positions taken or expected to be taken
  in income tax returns. FIN 48 also provides guidance on de-recognition of income
  tax assets and liabilities, classification of current and deferred income tax
  assets and liabilities, and accounting for interest and penalties associated
  with tax positions.

The Company files income tax returns
  in the U.S. federal jurisdiction, various state and foreign jurisdictions. The
  Company's tax returns are subject to tax examinations by U.S. federal and state
  tax authorities, or examinations by foreign tax authorities until respective
  statue of limitation. The Company is subject to tax examinations by tax authorities
  for all taxation years ending on or after November 30, 2006.

F-18

---

|FORCE ENERGY CORP.                            
|----------------------------------------------
|(formerly Nuance Resources Corp.)             
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|November 30, 2008 and 2007                    
|(Stated in US Dollars)  Page 15              

|Note 10 | Commitments          
|------- | ---------------------
|        |                      
|        | a)                   
|        |                      
|        | b)                   
|        |                      
|Note 11 | Non-cash Transactions
|        |                      
|        | a)                   
|        |                      
|        | b)                   

F-19

---

- 49 -

ITEM 14. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.







END OF FORM 10 INFORMATION

---

- 50 -

ITEM 6. EXHIBITS

|Exhibit | Description                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                 
|3.1     | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB-2 filed on March 16, 2007).                                                                                     
|        |                                                                                                                                                                                                                                 
|3.2     | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on March
        16, 2007).                                                                                                        
|        |                                                                                                                                                                                                                                 
|3.3     | Certificate
        of Change filed with the Secretary of State of Nevada on December 28,
        2006 (incorporated by reference from our Current Report on Form 8-K filed
        on January 4, 2007).                        
|        |                                                                                                                                                                                                                                 
|3.4     | Articles of
        Merger filed with the Secretary of State of Nevada on January 4, 2007
        (incorporated by reference from our Quarterly Report on Form 10-QSB filed
        on April 17, 2008).                         
|        |                                                                                                                                                                                                                                 
|3.5     | Articles of
        Merger filed with the Secretary of State of February 12, 2008 (incorporated
        by reference from our Quarterly Report on Form 10-QSB filed on April 17,
        2008).                                 
|        |                                                                                                                                                                                                                                 
|10.1    | Participation
        Agreement dated November 30, 2007 between County Line Energy Corp. and
        Nuance Exploration Ltd. (incorporated by reference from our Current Report
        on Form 8-K filed on December 19, 2007).
|        |                                                                                                                                                                                                                                 
|10.2    | Letter Agreement
        dated March 11, 2008 with G2 Petroleum, LLC (incorporated by reference
        from our Current Report on Form 8-K filed on April 4, 2008).                                                            
|        |                                                                                                                                                                                                                                 
|10.3    | Promissory Note
        to G2 Petroleum, LLC (incorporated by reference from our Current Report
        on Form 8-K filed on April 4, 2008).                                                                                    
|        |                                                                                                                                                                                                                                 
|10.4    | Letter of Intent
        to Farm out dated April 17, 2008 between our company and Desert Mining
        Inc. (incorporated by reference from our Current Report on Form 8-K filed
        on April 23, 2008).                   
|        |                                                                                                                                                                                                                                 
|10.5    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Robert
        B. Perry (incorporated by reference from our Current Report on Form 8-K
        filed on May 1, 2008).                     
|        |                                                                                                                                                                                                                                 
|10.6    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Leon
        Hinton (incorporated by reference from our Current Report on Form 8-K
        filed on May 1, 2008).                         
|        |                                                                                                                                                                                                                                 
|10.7    | Advisory and
        Business Consulting Services Agreement dated April 16, 2008 with Bourgeois
        Energy, Inc. (incorporated by reference from our Current Report on Form
        8-K filed on May 1, 2008).              
|        |                                                                                                                                                                                                                                 
|10.8    | Loan Agreement
        between Force Energy Corp. and G2 Petroleum, LLC dated March 11, 2009
        (incorporated by reference from our Annual Report on Form 10-K filed on
        March 17, 2009)                            
|        |                                                                                                                                                                                                                                 
|10.9    | Lease Agreement
        between Force Energy Corp. and TEG Inc. dated September 11, 2008 (incorporated
        by reference from our Annual Report on Form 10-K filed on March 17, 2009)                                        
|        |                                                                                                                                                                                                                                 
|10.10   | Assignment Agreement
        between Force Energy Corp. and G2 Petroleum, LLC dated effective June
        20, 2009 (incorporated by reference from our Quarterly Report on Form
        10-Q filed on July 15, 2009)           
|        |                                                                                                                                                                                                                                 
|10.11   | Assignment Agreement
        between Force Energy Corp. and G2 Petroleum, LLC dated effective September
        16, 2009 (incorporated by reference from our Current Report on Form 8-K
        filed on September 24, 2009)    
|        |                                                                                                                                                                                                                                 
|10.12*  | Addendum
        to Participation Agreement between Force Energy Corp. and County Line
        Energy Corp. dated October 16, 2009                                                                                              
|        |                                                                                                                                                                                                                                 
|31.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.                                                                                 
|        |                                                                                                                                                                                                                                 
|32.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.                                                                                 

* Filed herewith.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

FORCE ENERGY CORP.

By 
  /s/ Rahim Rayani       Rahim
Rayani       President, Chief Executive
Officer, Chief Financial
Officer,       Secretary and
Director        (Principal Executive
Officer, Principal Accounting
Officer
         and Principal Financial Officer)

Date: October 23, 2009

---