---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, 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 May 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)

403-718-9842(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 [   ] [(does not yet apply to
registrant)]

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  [
X ] No[ ]

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

---

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.

45,994,000 shares of common stock as of July 3, 2009

---

3

PART I - FINANCIAL INFORMATION

|ITEM 1. | **FINANCIAL
      STATEMENTS.**
|------- | -------------------------------

|FORCE ENERGY CORP.                       
|-----------------------------------------
|                                         
|(A Development Stage Company)            
|INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2009                             
|(Stated in US Dollars)                   

---

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

|                                                                |  |   | May 31     |   |   | November 30 |  
|--------------------------------------------------------------- |  | - | ---------- | - | - | ----------- | -
|                                                                |  |   | 2009       |   |   | 2008        |  
|ASSETS                                                          | 
|Current                                                         |  |   |            |   |   |             |  
|Cash                                                            |  | $ | 68,202     |   | $ | 458,940     |  
|Deposits                                                        |  |   | 1,700      |   |   | 13,517      |  
|Prepaid expenses                                                |  |   | -          |   |   | 268         |  
|                                                                |  |   |            |   |   |             |  
|                                                                |  |   | 69,902     |   |   | 472,725     |  
|                                                                |  |   |            |   |   |             |  
|Loan receivable  Note 5                                        |  |   | 175,000    |   |   | -           |  
|Property and equipment  Note 4                                 |  |   | 2,905      |   |   | 4,069       |  
|Oil and gas properties, at full cost                            |  |   |            |   |   |             |  
|Unproved Properties 
      Note 5                              |  |   | 178,296    |   |   | 165,702     |  
|                                                                |  |   |            |   |   |             |  
|                                                                |  | $ | 426,103    |   | $ | 642,496     |  
|                                                                |  |   |            |   |   |             |  
|LIABILITIES                                                     | 
|                                                                |  |   |            |   |   |             |  
|Current                                                         |  |   |            |   |   |             |  
|Accounts payable and accrued
      liabilities  Note 6         |  | $ | 170,243    |   | $ | 148,410     |  
|                                                                |  |   |            |   |   |             |  
|Asset retirement obligation  Note 7                            |  |   | 3,760      |   |   | -           |  
|                                                                |  |   |            |   |   |             |  
|                                                                |  |   | 174,003    |   |   | 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          |  |   | (1,117,196 | ) |   | (875,210    | )
|                                                                |  |   |            |   |   |             |  
|                                                                |  |   | 252,100    |   |   | 494,086     |  
|                                                                |  |   |            |   |   |             |  
|                                                                |  | $ | 426,103    |   | $ | 642,496     |  

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

SEE ACCOMPANYING NOTES

F-1

---

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

|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   | November 1,   |  
|------------------------------------ | - | ---------------- | - | - | ------------------ | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   | 2006 (Date of |  
|                                     |   | Six months ended |   |   | Three months ended |   |   | Inception) to |  
|                                     |   | May 31,          |   |   | May 31,            |   |   | May 31,       |  
|                                     |   | 2009             |   |   | 2008               |   |   | 2009          |   |   | 2008       |   |   | 2009          |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   | (cumulative)  |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Expenses                             |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Accounting and audit fees            | $ | 42,304           |   | $ | 25,493             |   | $ | 9,371         |   | $ | 7,748      |   | $ | 125,398       |  
|Accretion expense                    |   | 52               |   |   | -                  |   |   | 52            |   |   | -          |   |   | 52            |  
|Bank charges                         |   | 734              |   |   | 229                |   |   | 235           |   |   | 181        |   |   | 1,769         |  
|Consulting fees                      |   | -                |   |   | 405,000            |   |   | -             |   |   | 405,000    |   |   | 408,500       |  
|Depreciation                         |   | 1,164            |   |   | -                  |   |   | 582           |   |   | -          |   |   | 1,746         |  
|Investor relations                   |   | 18,000           |   |   | -                  |   |   | 10,000        |   |   | -          |   |   | 51,159        |  
|Legal fees                           |   | 23,745           |   |   | 27,449             |   |   | 12,582        |   |   | 14,166     |   |   | 118,737       |  
|Management fees  Note
      6       |   | 94,500           |   |   | 63,000             |   |   | 47,250        |   |   | 63,000     |   |   | 252,000       |  
|Office expenses                      |   | 5,288            |   |   | 425                |   |   | 4,885         |   |   | 425        |   |   | 12,301        |  
|Rent  Note 6                        |   | 12,536           |   |   | 3,000              |   |   | 6,949         |   |   | 3,000      |   |   | 27,644        |  
|Tax, penalties and interest          |   | -                |   |   | -                  |   |   | -             |   |   | -          |   |   | 50,000        |  
|Transfer and filing
      fees       |   | 5,752            |   |   | 6,505              |   |   | 5,158         |   |   | 6,057      |   |   | 42,309        |  
|Travel                               |   | 2,406            |   |   | -                  |   |   | 2,406         |   |   | -          |   |   | 9,502         |  
|Write-off of oil and
      gas costs |   | 35,000           |   |   | -                  |   |   | 35,000        |   |   | -          |   |   | 35,000        |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Loss before other items              |   | (241,481         | ) |   | (531,101           | ) |   | (134,470      | ) |   | (499,577   | ) |   | (1,136,117    | )
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Other items:                         |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Debt forgiveness                     |   | -                |   |   | -                  |   |   | -             |   |   | -          |   |   | 610           |  
|Foreign exchange gain
      (loss)   |   | (505             | ) |   | -                  |   |   | (275          | ) |   | -          |   |   | 18,311        |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|                                     |   | (505             | ) |   | -                  |   |   | (275          | ) |   | -          |   |   | 18,921        |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Net loss and comprehensive loss      |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|for the period                       | $ | (241,986         | ) | $ | (531,101           | ) | $ | (134,745      | ) | $ | (499,577   | ) | $ | (1,117,196    | )
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Basic loss per share                 | $ | (0.01            | ) | $ | (0.01              | ) | $ | (0.00         | ) | $ | (0.01      | ) |   |               |  
|                                     |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Weighted average number of shares    |   |                  |   |   |                    |   |   |               |   |   |            |   |   |               |  
|outstanding                          |   | 44,994,546       |   |   | 44,994,546         |   |   | 44,994,546    |   |   | 45,291,826 |   |   |               |  

SEE ACCOMPANYING NOTES

F-2

---

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

|                                                            |   |                  |   |   |               |   |   | Period from   |  
|----------------------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ------------- | -
|                                                            |   |                  |   |   |               |   |   | November 1,   |  
|                                                            |   |                  |   |   |               |   |   | 2006 (Date of |  
|                                                            |   | Six Months Ended |   |   | Inception) to |  
|                                                            |   | May 31,          |   |   | May 31,       |  
|                                                            |   | 2009             |   |   | 2008          |   |   | 2009          |  
|                                                            |   |                  |   |   |               |   |   | (cumulative)  |  
|Cash Flows provided by (used in) Operating
      Activities |   |                  |   |   |               |   |   |               |  
|Net loss for the period                                     | $ | (241,986         | ) | $ | (531,101      | ) | $ | (1,117,196    | )
|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                                           |   | 52               |   |   | -             |   |   | 52            |  
|Depreciation                                                |   | 1,164            |   |   | -             |   |   | 1,746         |  
|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              |   | 21,833           |   |   | 38,661        |   |   | 131,091       |  
|                                                            |   |                  |   |   |               |   |   |               |  
|Net cash used in operating activities                       |   | (171,852         | ) |   | (87,440       | ) |   | (546,617      | )
|                                                            |   |                  |   |   |               |   |   |               |  
|Cash Flows used in Investing Activities                     |   |                  |   |   |               |   |   |               |  
|Advance of loan receivable                                  |   | (175,000         | ) |   | -             |   |   | (175,000      | )
|Acquisition of property and equipment                       |   | -                |   |   | -             |   |   | (4,651        | )
|Acquisition and development
      costs of oil and gas      |   |                  |   |   |               |   |   |               |  
|properties                                                  |   | (44,388          | ) |   | (50,000       | ) |   | (197,038      | )
|                                                            |   |                  |   |   |               |   |   |               |  
|Net cash used in investing activities                       |   | (219,388         | ) |   | (50,000       | ) |   | (376,689      | )
|                                                            |   |                  |   |   |               |   |   |               |  
|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                      |   | 502              |   |   | -             |   |   | (12,550       | )
|                                                            |   |                  |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period               |   | (390,738         | ) |   | (612,560      | ) |   | 68,202        |  
|                                                            |   |                  |   |   |               |   |   |               |  
|Cash, beginning of the period                               |   | 458,940          |   |   | 37,184        |   |   | -             |  
|                                                            |   |                  |   |   |               |   |   |               |  
|Cash, end of the period                                     | $ | 68,202           |   | $ | 649,744       |   | $ | 68,202        |  

SEE ACCOMPANYING NOTES

F-3

---

|FORCE ENERGY CORP.                                                            
|------------------------------------------------------------------------------
|(A Development Stage Company)                                                 
|INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY                       
|for the period from November 1, 2006 (Date of Inception)
      to May 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 |  |             |  |  | -             |  |   | -         |  |   | -           |   |   | (241,986    | ) |   | (241,986 | )
|                                                     |  |             |  |  |               |  |   |           |  |   |             |   |   |             |   |   |          |  
|Balance May 31, 2009                                 |  |             |  |  | 45,994,000    |  | $ | 45,994    |  | $ | 1,323,302   |   | $ | (1,117,196  | ) | $ | 252,100  |  

SEE ACCOMPANYING NOTES

F-4

---

|FORCE ENERGY CORP.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|May 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 six-month period ended May 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
      effectuate a merger between the two companies. The surviving entity of the
      merger was the Company. Immediately thereafter the Company changed its
      name to Force Energy Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | These financial statements have
      been prepared in accordance with generally accepted accounting principles
      applicable to a going concern, which assumes that the Company will be able
      to meet its obligations and continue its operations for its next twelve
      months. Realization values may be substantially different from carrying
      values as shown and these financial statements do not give effect to
      adjustments that would be necessary to the carrying values and
      classification of assets and liabilities should the Company be unable to
      continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-5

---

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

|Note 2 | Nature of Operations and
      Ability to Continue as a Going Concern - (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | At May 31, 2009, the Company has a working
      capital deficiency of $100,341, has accumulated losses of $1,117,196 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.                                                                                                                                                                                                                                          

F-6

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|May 31, 2009                                          
|(Stated in US Dollars)                                
|(Unaudited)  Page 3                                  

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

| |                                 |   | May 31, |   |   | November 30, |  
| | ------------------------------- | - | ------- | - | - | ------------ | -
| |                                 |   | 2009    |   |   | 2008         |  
| |                                 |   |         |   |   |              |  
| | Computer equipment and software | $ | 4,275   |   | $ | 4,275        |  
| | Less: Accumulated depreciation  |   | (1,605  | ) |   | (535         | )
| |                                 |   | 2,670   |   |   | 3,740        |  
| | Office equipment                |   | 376     |   |   | 376          |  
| | Less: Accumulated depreciation  |   | (141    | ) |   | (47          | )
| |                                 |   | 235     |   |   | 329          |  
| |                                 | $ | 2,905   |   | $ | 4,069        |  

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

| |                                     |   | May 31, 2009 | 
| | ----------------------------------- | - | ------------ | 
| |                                     |   | United       | 
| |                                     |   | States       | 
| | Unproved properties                 |   |              | 
| | - acquisition
      costs           | $ | 50,000       | 
| | - development costs                 |   | -            | 
| | - asset
      retirement obligation |   | -            | 
| |                                     |   |              | 
| |                                     | $ | 50,000       | 

F-7

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|May 31, 2009                                          
|(Stated in US Dollars)                                
|(Unaudited)  Page 4                                  

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

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

| | a) | Hayter Prospect, Alberta, Canada                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | By a participation agreement dated December 21, 2006,
      Nuance Exploration Ltd. (NEL), a wholly owned subsidiary of the Company
      acquired a 100% ownership in the interpretation of 3D seismic data
      covering four sections of certain land, known as the Hayter Prospect,
      located in the province of Alberta, Canada by paying $82,650 (CDN$95,000)
      in costs of acquiring and interpreting the seismic data.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On October 15, 2007, prior to the evaluation of the 3D
      seismic data, NEL sold to the original grantor (the Grantor) its 100%
      interest in the subject property and received as consideration a
      non-interest bearing promissory note for $111,144 (CDN$110,000) to be
      repaid by November 30, 2007.                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On November 30, 2007, the Grantor did not pay the
      promissory note and NEL and the Grantor entered into a Participation
      Agreement whereby NEL accepted a 20% interest of the Grantors working
      interest in the County Line 10D Hayter 10-8-40-1 W4M well as full and
      final settlement of the promissory note.                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | During the six month period ended May 31, 2009, the
      Company advanced $23,938, which, pending the completion of the acquisition
      agreement, will be included as part of the purchase price for an
      additional 30% interest in the Hayter Prospect. The Company also incurred
      $5,450 of development costs.                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | As at May 31, 2009, the 20% working interest of the
      Hayter well is recorded at $128,296 (November 30, 2008 - $95,702) on the
      balance sheet. The company recorded $3,206 (Cdn$4,040) as an asset
      retirement obligation.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | As a result of the Participation Agreement, NEL will
      assume 20% of all revenues, costs and expenses associated with the
      project.                                                                                                                                                                                                                                                                                             

F-8

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|May 31, 2009                                          
|(Stated in US Dollars)                                
|(Unaudited)  Page 5                                  

|Note 5 | Oil and Gas
      Properties (contd)                                                                                                                                                                                                                                                                                                                                                         
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       | b)                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|Note 6 | Related Party
      Transactions                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                
|       | Accounts payable at May 31, 2009 include
      $81,000 (November 30, 2008 - $64,250); owing to the Companys director and
      companies controlled by the Companys director for unpaid corporate
      expenses of $Nil (November 30, 2008 - $14,750), unpaid management fees of
      $81,000 (November 30, 2008 - $48,500) and rent of $nil (November 30, 2008
    - $1,000) respectively.

> 

F-9

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|May 31, 2009                                          
|(Stated in US Dollars)                                
|(Unaudited)  Page 6                                  

|Note 6 | Related Party Transactions (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During the three and six month period ended May
      31, 2009, total management fees charged by the Companys director were
      $47,250 and $94,500 respectively (three and six month period ended May 31,
      2008: $63,000 and $63,000). The rent expenses reimbursed to the company
      controlled by the Companys director during the three and six month period
      ended May 31, 2009 were $2,100 and $2,100 (three and six month period
      ended May 31, 2008: $3,000 and $3,000).                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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 May
      31, 2009 to be $3,760. (November 30, 2008 - $nil), based on a total
      undiscounted liability of $6,414 (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.

| |                              |   | May 31, |  |   | November 30, | 
| | ---------------------------- | - | ------- |  | - | ------------ | 
| |                              |   | 2009    |  |   | 2008         | 
| |                              |   |         |  |   |              | 
| | Balance, beginning of period | $ | -       |  | $ | -            | 
| | Liabilities incurred         |   | 3,206   |  |   | -            | 
| | Accretion expense            |   | 52      |  |   | -            | 
| | Effect of foreign exchange   |   | 502     |  |   | -            | 
| |                              |   |         |  |   |              | 
| |                              | $ | 3,760   |  | $ | -            | 

|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.                                                               

F-10

---

|Force Energy Corp.                                    
|------------------------------------------------------
|(A Development Stage Company)                         
|Notes to the Interim Consolidated Financial Statements
|May 31, 2009                                          
|(Stated in US Dollars)                                
|(Unaudited)  Page 7                                  

|Note 8 | Capital Stock (contd)                                                                                                                                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                          
|       | 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.                                             

F-11

---

4

|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 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 20% of the working interest of County Line Energy
Corp. 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 annual 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 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 May 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.



---



5

Recent Corporate Developments

Since the commencement of our quarter ended May 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 of the date of this quarterly report
      we are continuing to negotiate the acquisition of a further 30 % working
      interest in the Hayter Well with County Line. We intend to set-off amounts
      loaned to County Line against the purchase price for the additional 30%
      interest. There is no assurance that we will enter into an agreement to
      acquire a further working interest as planned or at all.                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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. | Effective 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.

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 six month periods ended May 31, 2009 which are included herein.

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

|                                |   | Three Months Ended |  |   | Six Months Ended | 
|------------------------------- | - | ------------------ |  | - | ---------------- | 
|                                |   | May 31,            |  |   | May 31,          | 
|                                |   | 2009               |  |   | 2008             | 
|Revenue                         | $ | -                  |  | $ | -                | 
|Operating Expenses              |   | 134,470            |  |   | 499,577          | 
|Net Loss and Comprehensive Loss | $ | 134,745            |  | $ | 499,577          | 

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 six month periods ended May 31,
2009 and 2008 are outlined in the table below:

---

6

|                               |   | Three Months Ended |  |   | Six Months Ended | 
|------------------------------ | - | ------------------ |  | - | ---------------- | 
|                               |   | May 31,            |  |   | May 31,          | 
|                               |   | 2009               |  |   | 2008             | 
|Accounting and audit fees      | $ | 9,371              |  | $ | 7,748            | 
|Accretion expense              |   | 52                 |  |   | -                | 
|Bank charges                   |   | 235                |  |   | 181              | 
|Consulting fees                |   | -                  |  |   | 405,000          | 
|Depreciation                   |   | 582                |  |   | -                | 
|Investor relations             |   | 10,000             |  |   | -                | 
|Legal fees                     |   | 12,582             |  |   | 14,166           | 
|Management fees                |   | 47,250             |  |   | 63,000           | 
|Office expenses                |   | 4,885              |  |   | 425              | 
|Rent                           |   | 6,949              |  |   | 3,000            | 
|Tax penalties and interest     |   | -                  |  |   | -                | 
|Transfer and filing fees       |   | 5,158              |  |   | 6,057            | 
|Travel                         |   | 2,406              |  |   | -                | 
|Write off of oil and gas costs |   | 35,000             |  |   | -                | 
|Total Expenses                 | $ | 134,470            |  | $ | 499,577          | 

The decrease in our expenses for the six months ended May 31,
2009 compared to the comparative period ended May 31, 2008 was due mainly to a
decrease in consulting fees.

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 / |  
|                           |   | May 31, 2009 |   |   | 2008         |  |  | (Decrease) |  
|Current assets             | $ | 69,902       |   | $ | 472,725      |  |  | (85.2%     | )
|Current liabilities        | $ | 170,243      |   | $ | 148,410      |  |  | 14.7%      |  
|Working capital deficiency | $ | (100,341     | ) | $ | 324,315      |  |  | (69.1%     | )

|Cash Flows                             |   |              |   |   |              |   |  |            |  
|-------------------------------------- | - | ------------ | - | - | ------------ | - |  | ---------- | -
|                                       |   | Six Month    |   |   | Six Month    |   |  | Percentage |  
|                                       |   | Period Ended |   |   | Period Ended |   |  | Increase / |  
|                                       |   | May 31, 2009 |   |   | May 31, 2008 |   |  | (Decrease) |  
|Net cash used in operating activities  | $ | (171,852     | ) | $ | (87,440      | ) |  | 95.9%      |  
|Net cash used in investing activities  | $ | (219,388     | ) | $ | (50,000      | ) |  | 338.7%     |  
|Net cash provided by financing         | $ | -            |   | $ | 750,000      |   |  | (100%      | )
|activities                             |   |              |   |   |              |   |  |            |  
|Effect of foreign currency translation | $ | -            |   | $ | -            |   |  | N/A        |  
|Increase (decrease) in cash            | $ | (390,738     | ) | $ | (612,560     | ) |  | (36.2%     | )

We anticipate that we will incur approximately $660,000 for
operating 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 $171,852
during the six month period ended May 31, 2009 and $87,440 during the six month
period ended May 31, 2008. Cash used in operating activities was funded by cash
from past financing activities.

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7

Cash Used In Investing Activities

We used cash in investing activities in the amount of 219,388
during the six month period ended May 31, 2009 and $50,000 during the six month
period ended May 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 six
month period ended May 31, 2009 and $750,000 was provided during the six month
period ended May 31, 2008.

Disclosure of Outstanding Share Data

As at the date of this quarterly report, we had 45,994,000
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 May 31, 2009
have incurred losses of $1,117,196 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 $241,986 for the six month
period ended May 31, 2009. As of May 31, 2009, we had working capital deficiency
of $100,341 and our estimated expenses over the next twelve months are $660,000.
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.

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8

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 significant 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 approximately 241,986
for the six month period ended May 31, 2009. As of May 31, 2009, we had working
capital deficiency of $100,341. 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 May 31, 2009
have incurred losses of $1,117,196 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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9

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 May 31, 2009, we have incurred
aggregate losses of approximately $1,117,196. Our net loss for the six month
period ended May 31, 2009 was $241,986 and $531,101 for the six month period
ended May 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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10

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 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.

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11

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.

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

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12

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 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

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13

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

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

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14

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.

---

15

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.**
|------- | ----------------------------------------------------------------------

None.

|ITEM 3. | **DEFAULTS UPON SENIOR
      SECURITIES.**
|------- | ------------------------------------------

None.

|ITEM 4. | **SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS.**
|------- | --------------------------------------------------------------

None.

|ITEM 5. | **OTHER INFORMATION.**
|------- | ----------------------

None.

|ITEM 6. | **EXHIBITS**
|------- | ------------

|Exhibit |                                                                                                                                                                                                                           
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                           
|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).                  

---

16

|Exhibit |                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                 
|        |                                                                                                                                                                                                             
|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                                                                                             
|        |                                                                                                                                                                                                             
|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.

---

17

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: July 14, 2009 |                                                                   

---