UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended: SEPTEMBER 30, 2008

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _________ to __________

                       COMMISSION FILE NUMBER: 333-142907

                             POP STARZ RECORDS, INC.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

             Florida                                            76-0835007
             -------                                            ----------
 (State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                             Identification No.)

                           150 E Angeleno Avenue #1426
                                Burbank, CA 91502
                           ---------------------------
                    (Address of principal executive offices)

                                  818-539-6507
                                  ------------
                           (Issuer's telephone number)

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

         Indicate by check mark whether the registrant 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 file"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer [_]                  Accelerated filer         [_]
   Non-accelerated filer   [_] (Do not          Smaller reporting company [X]
   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 CORPORATE ISSUERS

As of November 3, 2008, the Company had authorized 100,000,000 shares of $.01
par value common stock of which 14,154,243 shares of common stock were issued
and outstanding.

<PAGE>

                             POP STARZ RECORDS INC.
                                      INDEX
                               REPORT ON FORM 10-Q

                                                                            PAGE
                                                                            ----

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Condensed Consolidated Balance Sheets as of September 30, 2008
         (unaudited) and December 31, 2007 .................................   3

         Unaudited Condensed Consolidated Statements of Operations for
           the Three and Nine Months Ended September 30, 2008 and 2007 .....   4

         Unaudited Condensed Consolidated Statements of Cash Flows for
           the Nine Months Ended September 30, 2008 and 2007 ...............   5

         Notes to Unaudited Condensed Consolidated Financial Statements ....   6

Item 2.  Management's Discussion and Analysis or Plan of Operation .........  15

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ........  19

Item 4T  Controls and Procedures ...........................................  19

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  21

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  21

Item 3.  Defaults Upon Senior Securities ...................................  22

Item 4.  Submission of Matters to a Vote of Security Holders ...............  22

Item 5.  Other information .................................................  22

Item 6.  Exhibits ..........................................................  22

Signatures .................................................................  23

                                        2
<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    September 30,   December 31,
                                                         2008           2007
                                                    -------------   ------------
                                                     (Unaudited)     (Audited)

                                     ASSETS

Current Assets:
  Cash and cash equivalents ......................    $  23,463      $      69
  Judgement receivable ...........................            -          5,500
  Assets of discontinued operations ..............       51,898              -
                                                      ---------      ---------

    Total Current Assets .........................       75,361          5,569

Property and Equipment, net ......................        1,805          2,183
                                                      ---------      ---------

    Total Assets .................................    $  77,166      $   7,752
                                                      =========      =========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ...............................    $   8,218      $  11,392
  Accrued compensation ...........................       15,568         14,548
  Due to related parties .........................          888        138,362
  Liabilities of discontinued operations .........      111,550              -
                                                      ---------      ---------

    Total Liabilities ............................      136,224        164,302
                                                      ---------      ---------

Commitments: .....................................            -              -

Stockholders' Deficit:
  Common stock, $.01 par value 100,000,000 shares
   authorized 13,659,233 and 10,378,024 shares
   issued and outstanding ........................      136,592        103,780
  Additional Paid in Capital .....................      524,892        213,664
  Deficit accumulated during the development stage     (720,542)      (473,994)
                                                      ---------      ---------
    Total Stockholders' Deficit ..................      (59,058)      (156,550)
                                                      ---------      ---------
    Total Liabilities and Stockholders' Deficit ..    $  77,166      $   7,752
                                                      =========      =========

                          See Accompanying Notes to the
              Unaudited Condensed Consolidated Financial Statements

                                        3
<PAGE>
<TABLE>
                                    POP STARZ RECORDS, INC AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                                    For the
                                                                                                  period from
                                                                                                  July 5, 2006
                                       For the Three Months Ended    For the Nine Months Ended   (Inception) to
                                             September 30,                 September 30,          September 30,
                                          2008           2007           2008           2007           2008
                                      ------------   ------------   ------------   ------------  --------------
<S>                                   <C>            <C>            <C>            <C>            <C>
Costs and Expenses
  General and administrative .......  $     30,396   $    100,339   $    179,191   $    297,853   $    644,600
                                      ------------   ------------   ------------   ------------   ------------
Operating loss .....................        30,396        100,339        179,191        297,853        644,600

Interest expense-related party .....          (624)        (3,380)        (1,805)        (8,216)       (10,151)
                                      ------------   ------------   ------------   ------------   ------------

Net loss from continuing operations        (31,020)      (103,719)      (180,996)      (306,069)      (654,751)

Discontinued operations ............       (65,552)             -        (65,552)             -        (65,791)
                                      ------------   ------------   ------------   ------------   ------------

Net Loss ...........................  $    (96,572)  $   (103,719)  $   (246,548)  $   (306,069)  $   (720,542)
                                      ============   ============   ============   ============   ============


Net Loss per Share-Basic and Diluted  $      (0.01)  $      (0.01)  $      (0.02)  $      (0.04)  $      (0.08)
                                      ============   ============   ============   ============   ============

Weighted Average Number of Shares
  Outstanding during the Period-
    Basic and Diluted ..............    11,951,786      8,021,082     11,381,772      7,107,598      8,618,627
                                      ============   ============   ============   ============   ============

              See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

                                                       4
</TABLE>
<PAGE>
<TABLE>
                                    POP STARZ RECORDS, INC AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                   For the
                                                                                                 period from
                                                                                                 July 5, 2006
                                                                           Nine Months Ended    (Inception) to
                                                                             September 30,       September 30,
                                                                           2008         2007         2008
                                                                        ---------    ---------  --------------
<S>                                                                     <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ............................................................   $(246,548)   $(306,069)   $(720,542)
Adjustments to reconcile net loss to net cash used in operating
 activities:
  Amortization ......................................................           -        3,971        5,294
  Depreciation ......................................................         378          210          714
  Impairment loss ...................................................           -            -        5,294
  Stock issued for services .........................................       1,250            -        2,162
  Stock issued for services-related parties .........................     115,214       10,602      125,755
  Bad debt expense-related party ....................................           -            -        4,580
  Amortization of stock issued for prepaid expenses .................         100            -          100
Changes in Operating Assets and Liabilities
  Accounts receivable ...............................................     (13,353)           -      (13,353)
  Judgement Receivable ..............................................       5,500            -        5,500
  Prepaid expenses ..................................................           -       68,284      136,000
  Inventory .........................................................     (10,400)           -      (10,400)
  Accounts payable ..................................................      19,448          468       30,840
  Accrued expenses ..................................................      19,302        6,520       20,087
  Accrued compensation-related parties ..............................           -        8,000       13,763
  Accrued interest-related party ....................................       2,479        8,216        2,479
  Increase in Due to related party ..................................           -            -            -
                                                                        ---------    ---------    ---------
    Net Cash Used in Operating Activities ...........................    (106,630)    (199,798)    (391,727)
                                                                        ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment .............................................      (6,600)      (2,519)      (9,169)
  Investment in subsidiaries ........................................      (4,989)           -       (4,939)
  Cash paid for acquisition of intangible asset .....................           -            -      (10,000)
                                                                        ---------    ---------    ---------
    Net Cash Used in Investing Activities ...........................     (11,589)      (2,519)     (24,108)
                                                                        ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances ..............................     118,028       10,428      199,890
  Repayments of related party advances ..............................      (6,020)      (1,986)     (12,306)
  Proceeds from notes payable-related party .........................       4,700       60,477      166,809
  Proceeds from convertible notes payable-related party .............      45,300            -       45,300
  Proceeds from sale of common stock-related party ..................           -            -       60,000
  Proceeds from sale of common stock of subsidiary-related party ....           -            -            -
                                                                        ---------    ---------    ---------
    Net Cash Provided by Financing Activities .......................     162,008       68,919      459,693
                                                                        ---------    ---------    ---------

Net Increase (Decrease) in Cash and Cash Equivalents ................      43,789     (133,398)      43,858
                                                                        ---------    ---------    ---------

Cash at Beginning of Period .........................................          69      133,444            -
                                                                        ---------    ---------    ---------
Cash at End of Period ...............................................   $  43,858    $      46    $  43,858
                                                                        =========    =========    =========

Supplementary Cash Flow Information:
Cash paid for income taxes ..........................................   $       -    $       -    $       -
                                                                        =========    =========    =========
Cash paid for interest ..............................................   $       -    $       -    $       -
                                                                        =========    =========    =========

Non Cash Investing and Financing Activities
  Common stock issued in connection with acquisition of
   intangible asset .................................................   $       -    $       -    $     588
                                                                        =========    =========    =========
  Common stock issued for debt and accrued expenses-related party ...   $ 339,340    $ 197,805    $ 577,674
                                                                        =========    =========    =========

              See Accompanying Notes to the Condensed Unaudited Consolidated Financial Statements

                                                       5
</TABLE>
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The results for the interim period
are not necessarily indicative of the results to be expected for the full year.

The unaudited interim financial statements should be read in conjunction with
the Company's Annual Report on Form 10-KSB, which contains the audited financial
statements and notes thereto, together with the Management's Discussion and
Analysis, for the year ended December 31, 2007. The interim results for the
period ended September 30, 2008 are not necessarily indicative of the results
for the full fiscal year.

NOTE 2 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Pop Starz Records, Inc. (the "Company") is a Florida corporation incorporated on
July 5, 2006. The Company intends to develop, produce, license, acquire and
distribute recorded music, primarily in the popular Hip Hop and Pop genres
through its subsidiaries. In the future, the Company intends to branch into
other popular music styles as opportunities are developed.

Through June 29, 2007, the Company was a majority-owned subsidiary of Pop Starz,
Inc. Effective June 29, 2007 (the "Record Date"), Pop Starz, Inc. distributed
4,905,200 shares of common stock (61.5%) of the Company to all Pop Starz, Inc.
common shareholders, and those entitled to dividends as if a common shareholder,
on the basis of one registered share for every ten shares of Pop Starz, Inc.
beneficially owned as of the record date.

In April 25, 2007 we formed a subsidiary, Pop Starz Publishing Corp. a Florida
corporation. On June 24, 2008, we changed the name of the subsidiary to Apollo
Entertainment Group, Inc. ("Apollo").

On June 24, 2008, Apollo formed a subsidiary Alpha Music Mfg Corp. ("Alpha") a
Florida corporation.

Apollo, through its subsidiary Alpha, primary business objective consists of
offering the services of Audio CD/CD ROM duplication and replication, Audio
Cassette duplication, DVD duplication and Vinyl record pressing. It is Apollo's
intent to additionally offer the services of physical and digital distribution.

In September 2008, the Company announced its intention to spin off its
subsidiary Apollo through a stock dividend at the rate of three shares of Apollo
for each share of Pop Starz Records, Inc. Accordingly, the accompanying
financial statements present the assets and liabilities of our subsidiaries as
discontinued operations in the accompanying financial statements. The spin-off
was effective on October 3, 2008.

PRINCIPALS OF CONSOLIDATION

The consolidated financial statements include the accounts of Pop Starz Records,
Inc. and its wholly owned subsidiaries Apollo and Alpha. All intercompany
accounts and transactions have been eliminated in consolidation.

                                        6
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DEVELOPMENT STAGE

During the period ended September 30, 2008, the Company commenced their primary
operations, and in the same period, through the spin-off, discontinued the
operations. Therefore, the Company's financial statements are presented as those
of a development stage enterprise. Activities during the development stage
primarily include related party debt and equity-based financing, acquisition and
creation of intellectual properties and certain research and development
activities to improve current technological concepts. Currently, the Company is
devoting its efforts to developing successful and new artists through the
marketing, distribution and licensing of recorded music produced by such artists
through its investments in Beta Music Group and its' subsidiary Famous Records
Corp. (See Note 5). There have been no revenues generated from continuing
operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Significant estimates in 2008 and 2007 included the valuation of stock in
connection with the acquisition of intangible assets, stock issued for services,
stock issued to convert outstanding debt, estimated useful life of equipment,
and a 100% valuation allowance for deferred taxes due to the Company's
continuing and expected future losses.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid instruments purchased with a maturity of three months or less and money
market accounts to be cash equivalents. At September 30, 2008 and December 31,
2007, respectively, the Company had cash and cash equivalents of $43,858 and
$69, respectively. At September 30, 2008, there is cash included in the assets
of discontinued operations of $20,395.

EQUIPMENT

Equipment is stated at cost, less accumulated depreciation on a straight-line
basis over the estimated useful life, which is five years.

INTANGIBLES AND OTHER LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the Company
reviews the carrying value of intangibles and other long-lived assets for
impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets is measured by comparison of its carrying
amount to the undiscounted cash flows that the asset or asset group is expected
to generate. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
property, if any, exceeds its fair market value. (See Note 4)

Prior to the impairment of the intangible assets, the Company was amortizing
these assets over a period of twelve months.

                                        7
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS (LOSS) PER SHARE

Basic earnings/(loss) per share is computed by dividing net loss by weighted
average number of shares of common stock outstanding during each period. Diluted
earnings/(loss) per share is computed by dividing net income/(loss) by the
weighted average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. Diluted
earnings/(loss) per common share is not presented because it is anti-dilutive.
For the three and nine months ended September 30, 2008 and 2007, and for the
period from July 5, 2006 (inception) to September 30, 2008, respectively, the
Company did not have any outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value. For purpose of this disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced sale or
liquidation.

The carrying amount reported in the balance sheet for judgment receivable,
prepaid expense, accounts payable, accrued expenses, accrued compensation -
related party, amounts due to related parties, and the convertible notes payable
approximate their fair market value based on the short-term maturity of these
instruments.

SEGMENT INFORMATION

The Company follows Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information." During
2008, the Company only operated in one segment; therefore, segment information
has not been presented.

STOCK-BASED COMPENSATION

All share-based payments to employees is recorded and expensed in the statement
of operations as applicable under SFAS No. 123R, "Share-Based Payment". The
Company has not issued any options to employees or others as compensation since
inception.

BENEFICIAL CONVERSION FEATURE AND DERIVATIVE LIABILITY

The Company has reviewed the provisions of its convertible notes payable and
noted no required accounting for a beneficial conversion feature pursuant to the
guidance in contained in EITF 98-5 or EITF 00-27 as at the date of issuance the
market price and the conversion price were equivalent.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
requires bifurcation of embedded derivative instruments and measurement of their
fair value for accounting purposes. In determining the appropriate fair value,
the Company uses the Black-Scholes option-pricing model. Derivative liabilities
are adjusted to reflect fair value at each period end, with any increase or
decrease in the fair value being recorded in results of operations as an
adjustment to fair value of derivatives. In addition, the fair value of
freestanding derivative instruments such as warrants, are valued using the
Black-Scholes option-pricing model. At September 30, 2008, we had no such
derivative instruments.

                                        8
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RECLASSIFICATIONS

Certain amounts in the year 2007 financial statements have been reclassified to
conform to the year 2008 presentation. The results of these reclassifications
did not affect the Company's financial position, results of operations or cash
flows.

DISCONTINUED OPERATIONS

Due to the spin-off of our subsidiaries Apollo and its subsidiary Alpha, we have
classified the assets and liabilities of the subsidiaries as discontinued
operations. The assets and liabilities of discontinued operations consist of the
following:

Cash .................................   $ 20,395
Accounts receivable ..................     13,353
Prepaid expenses .....................      1,100
Inventory ............................     10,400
Equipment ............................      6,650
                                         --------
     Total assets disposed of ........   $ 51,898
                                         ========

Accounts payable .....................   $ 22,622
Accrued wages ........................     20,087
Convertible note payable-related party     45,300
Accrued liabilities-related party ....     23,541
                                         --------
     Total liabilities disposed of ...   $111,550
                                         ========

Included in discontinued operations for the three and nine months ended
September 30, 2008 are revenues of $30,700. Net loss included in discontinued
operations for the three and nine months ended September 30, 2008 is $64,878.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which clarifies the principle that fair value should be based on the assumptions
that market participants would use when pricing an asset or liability. It also
defines fair value and established a hierarchy that prioritizes the information
used to develop assumptions. In February 2008, the FASB issued Financial Staff
Positions ("FSP") SFAS 157-2, Effective Date of FASB Statement No. 157 ("FSP
157-2"), which delays the effective date of SFAS No. 157, for all nonfinancial
assets and nonfinancial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). FSP 157-2 partially defers the effective date of SFAS 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of this FSP. FSP 157-2 is effective for
us beginning January 1, 2009. We are currently evaluating the potential impact
of the adoption of those provisions of SFAS 157, for which effectiveness was
delayed by FSP 157-2, on our consolidated financial position and results of
operations.

                                        9
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities", which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings. The decision to elect the fair value option is
determined on an instrument-by-instrument basis, should be applied to an entire
instrument and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. The
adoption of SFAS No. 159 is not expected to have a material effect on its
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51" (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent's ownership of a non-controlling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
non-controlling interest, changes in a parent's ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained non-controlling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company has not yet determined the effect of the adoption of SFAS No. 160 will
have on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141R, "Business Combinations" ("SFAS
141R"), which replaces FASB SFAS 141, "Business Combinations". This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. SFAS 141R will require an entity to record separately from the
business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition. SFAS 141R will require
an entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to recognize as an
asset or liability at fair value for certain contingencies, either contractual
or non-contractual, if certain criteria are met. Finally, SFAS 141R will require
an entity to recognize contingent consideration at the date of acquisition,
based on the fair value at that date. This Statement will be effective for
business combinations completed on or after the first annual reporting period
beginning on or after December 15, 2008. Early adoption of this standard is not
permitted and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company's results of
operations and financial condition for acquisitions previously completed. The
adoption of SFAS No. 141R is not expected to have a material effect on its
financial position, results of operations or cash flows.

                                       10
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In March 2008, the FASB issued SFAS No. 161 "Disclosures about Derivative
Instruments and Hedging Activities--An Amendment of FASB Statement No. 133."
("SFAS 161"). SFAS 161 establishes the disclosure requirements for derivative
instruments and for hedging activities with the intent to provide financial
statement users with an enhanced understanding of the entity's use of derivative
instruments, the accounting of derivative instruments and related hedged items
under Statement 133 and its related interpretations, and the effects of these
instruments on the entity's financial position, financial performance, and cash
flows. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2008. We do not expect its adoption will have
a material impact on our financial position, results of operations or cash
flows.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." The current GAAP hierarchy, as set forth in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing Standard
No. 69, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles, has been criticized because (1) it is directed to the
auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements of Financial Accounting Concepts. The FASB believes that the GAAP
hierarchy should be directed to entities because it is the entity (not its
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, the FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The
adoption of SFAS No. 162 is not expected to have a material impact on the
Company's financial position.

NOTE 2 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $246,548 and net cash used in operations of $106,630 for the nine months
ended September 30, 2008; and a working capital deficit of $60,863, a deficit
accumulated during the development stage of $720,542 and a stockholders' deficit
of $59,058 at September 30, 2008. In addition, the Company is in the development
stage and has not yet generated significant revenues. The ability of the Company
to continue as a going concern is dependent on Management's plans, which include
potential asset acquisitions, mergers or business combinations with other
entities, further implementation of its business plan and continuing to raise
funds through debt or equity raises. The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
These financial statements do not include any adjustments relating to the
recovery of the recorded assets or the classification of the liabilities that
might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - STOCKHOLDERS' DEFICIT

(A)   COMMON STOCK ISSUANCES FOR THE YEAR ENDED DECEMBER 31, 2006

(1)   STOCK ISSUED FOR CASH

      On July 5, 2006, the Company issued 6,000,000 shares of common stock to
      Pop Starz, Inc. for $60,000 ($0.01/share).

                                       11
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)   STOCK ISSUED FOR SERVICES - RELATED PARTY

      On December 31, 2006, the Company issued 30,000 shares of common stock,
      having a fair value of $300 ($0.01/share), based upon the recent
      cash-offering price at that time. The shares were issued for director's
      fees.

(B)   COMMON STOCK ISSUANCES FOR THE YEAR ENDED DECEMBER 31, 2007

(1)   STOCK ISSUED FOR SERVICES

      During May 2007, the Company issued 65,200 shares of common stock for
      professional fees, having a fair value of $652 ($0.01/share), based upon
      the Company's recent cash offering price.

      During July 2007, the Company issued 2,606 shares of common stock for
      professional fees, having a fair value of $260 ($0.10/share), based upon
      the fair value of services rendered.

(2)   STOCK ISSUED FOR SERVICES - RELATED PARTIES

      During May and June 2007, the Company issued 50,000 shares of common stock
      for services provided by the Company's officers and directors, having a
      fair $500 ($0.01/share), based upon the Company's recent cash offering
      price.

      During the period from July 2007 - December 2007, the Company issued
      168,100 shares of common stock for services provided by the Company's
      officers and directors, having a fair $16,810 ($0.10/share), based upon
      stock issued to third parties based upon the fair value of the provider's
      services.

(C)   COMMON STOCK ISSUANCES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

      During January 2008, the Company issued 45,000 shares of common stock to
      officers and directors for services rendered, having a fair value of
      $15,750 ($0.35/share), based upon the quoted closing trading price.

      During February 2008, the Company issued 45,000 shares of common stock to
      officers and directors for services rendered, having a fair value of
      $6,750 ($0.15/share), based upon the quoted closing trading price.

      During March 2008, the Company issued 15,000 shares of common stock to
      officers and directors for services rendered, having a fair value of
      $2,250 ($0.15/share), based upon the quoted closing trading price.

      During April and May 2008, the Company issued 30,000 shares of common
      stock to officers and directors for services rendered, having a fair value
      of $7,500 ($0.25/share), based upon the quoted closing trading price.

      During September 2008, the Company issued 700,400 shares of common stock
      to officers and directors for services rendered, having a fair value of
      $35,516. The shares were valued based upon the closing trading price on
      the date the shares were earned, and ranged between $.05 and $.25.

      During September 2008, the Company issued 1,263,019 shares of common stock
      to a related party for repayment of advances, loans and notes payable to
      the Company in the amount of $63,151.

      During September 2008, the Company issued 25,000 shares of common stock
      for professional services.

                                       12
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - COMMITMENTS AND CONTINGENCIES

EMPLOYMENT AGREEMENTS

On January 1, 2007, the Company executed employment agreements with two of its
officers, which provided for cash and non-cash compensation. These officers
received an aggregate 300,000 shares of Pop Starz, Inc.'s common stock, having a
fair value of $30,000 ($0.10/share), based upon the quoted closing trading price
of Pop Starz, Inc.'s stock. The shares were to vest evenly over a twelve-month
period. Both employees were terminated during 2007, however; the Company allowed
these former officers to retain 200,000 shares of Pop Starz, Inc.'s stock, and
recorded related compensation of $20,000 for the year ended December 31, 2007.

On May 1, 2007, the Company executed an employment agreement with its then
President, which provided for cash compensation and a signing bonus of 3,000,000
shares of Pop Starz, Inc. having a fair value of $348,000 ($0.116/share), based
upon the quoted closing trading price of Pop Starz, Inc.'s stock. The shares
were to vest evenly over a thirty-six month period. This employment agreement
was terminated on January 7, 2008. The Company allowed the former officer to
keep 1,000,000 shares, with the remaining 2,000,000 shares returned and
cancelled. For the year ended December 31, 2007, the Company recorded
compensation expense of $116,000 for the portion of the shares that vested.

In connection with the distribution of the Company's common stock by Pop Starz,
Inc. on June 29, 2007, this individual received 300,000 shares of the Company's
common stock. However, due to this individual's termination on January 7, 2008,
200,000 of these shares were cancelled and retired. The Company has recorded
this transaction with a net effect of $0 to equity.

Additionally, per the termination agreement with the employee, the accrued
salaries due to the employee were to be repaid in April, 2008. If the repayment
was not made by that date, interest accrues retroactively to the date of
termination on the balance at the rate of 18% per annum. The Company has
recorded interest expense in the amount of $1,805, which is included in accrued
compensation at September 30, 2008.

In June 2008, the Company, through Apollo's subsidiary Alpha, entered into a
consulting agreement with a consultant effective July 1, 2008. Alpha will pay
the consultant $1,000 per month for a minimum of 40 hours per month of
consulting services. Additionally the consultant is to receive 600,000 shares of
Apollo. The shares vest ratably over a three year period and are subject to
forfeiture if the consultant does not remain with the Company for a period of
three years. For a period of two years commencing on the 182nd day following the
execution of this agreement, the consultant shall have the right to exchange all
of his Apollo shares for 33.33% of Alpha conditioned upon the return of all
funds received by Alpha plus interest from Apollo and or its designees. For a
period of two years commencing on the 60th day following execution of this
agreement, Apollo may exchange with consultant 33.33% of its shares in Alpha for
return of all of consultants Apollo shares. The company may also exchange with
consultant 33.33% of its shares for return of all of consultants Apollo shares
without Alpha being required to return any funds to Apollo. If Apollo exercises
its right, it shall also have the right to require Alpha to spin-out its shares
to the Apollo shareholders.

                                       13
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In June 2008, the Company, through Apollo's subsidiary Alpha, entered into
employment agreements with two employees effective July 1, 2008. Alpha will pay
the employees $4,000 and $2,000 per month, respectively. Additionally the
employees are to receive 300,000 shares each of Apollo. The shares vest ratably
over a three year period and are subject to forfeiture if the employee does not
remain with the Company for a period of three years. For a period of two years
commencing on the 182nd day following the execution of this agreement, the
employee shall have the right to exchange all of his Apollo shares for 16.66% of
Alpha conditioned upon the return of all funds received by Alpha plus interest
from Apollo and or its designees. For a period of two years commencing on the
60th day following execution of this agreement, Apollo may exchange with
employee 16.66% of its shares for return of all of employees Apollo shares. The
company may also exchange with employee 16.66% of its shares in Alpha for return
of all of employees Apollo shares without Alpha being required to return any
funds to Apollo. If Apollo exercises its right, it shall also have the right to
require Alpha to spin-out its shares to the Apollo shareholders.

NOTE 5 - SUBSEQUENT EVENTS

During October, 2008, the Tucker Family Spendthrift Trust advanced $3,612 to the
Company.

On October 28, 2008, the Company issued 495,000 shares of common stock as
follows:

   o  220,000 shares to officers and directors for services and salaries for the
      months of October and November 2008.

   o  25,000 shares for professional services.

   o  250,000 to the Tucker Family Spendthrift Trust for repayment of advances
      made to the Company.

In October 2008 the Company accepted 1,810,000 common shares of Beta Music
Group, Inc. ("Beta") from Hydrogenetics, Inc., formerly known as Pop Starz, Inc.
as repayment of $4,580. This amount had previously been recorded by the Company
as bad debt expense. The Company intends to focus its efforts on developing Beta
and it's wholly owned subsidiary Famous Records Corp.

                                       14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are made based upon
management's current expectations and beliefs concerning future developments and
their potential effects upon the Company. There can be no assurance that future
developments affecting the Company will be those anticipated by management.
Actual results may differ materially from those included in the forward-looking
statements.

Readers are also directed to other risks and uncertainties discussed in other
documents filed by the Company with the Securities and Exchange Commission. The
Company undertakes no obligation to update or revise any forward-looking
information, whether as a result of new information, future developments or
otherwise.

GENERAL

We are a developmental stage company engaged in the business of developing,
producing, licensing, acquiring and distributing recorded music, primarily in
the popular Hip-Hop and Pop genres. We may in the future branch into other
popular music styles as opportunities are develop. We have to date relied on
advances made to the Company by our president and/or affiliated entities of our
president. There can be no assurance that she will continue to make these
advances in the future. If we can not identify additional funding sources in the
future and we do not generate revenues in excess of our expenses, there is a
substantial likelihood that we will have to cease operations.

Currently the Company is focusing its efforts on developing successful and new
artists through the marketing, distribution and licensing of recorded music
produced by such artists through its investment in Famous Records
Corp.("Famous"). In November 2008, began finalizing a digital distribution
agreement with INgrooves ( www.ingrooves.com ) to distribute through such
outlets as i Tunes, Amazon, Napster, Sony Connect, Zune, Yahoo Music, MTV Urge
and many others. Famous has signed Pressing and Distribution License agreements
with 1 A-Chord Records of Palm Bay, FL, 360 Muzik Group, Inc. of Lithonia, GA
and Bro West Records of Miramar, FL.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 AND THE THREE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007

We did not generate any revenues from continuing operations during the three or
nine month periods ending September 30, 2008 or 2007.

During the nine months ended September 30, 2008 we incurred general and
administrative expenses totaling $179,191, as compared to $297,853 for the same
period in the prior year. The decrease from the prior year was primarily due to
a reduction in professional fees and other operating expenses offset by an
increase in officer's compensation.

During the three months ended September 30, 2008, we incurred general and
administrative expenses totaling $30,396 versus $100,339 in the same period of
the prior year. The decrease in the current year was due primarily to a decrease
in compensation and other operating expenses.

                                       15
<PAGE>

Liquidity and Capital Resources

We have nominal assets. At of September 30, 2008 we had cash of $43,858, $20,395
of which is included in the assets of discontinued operations, as compared to
cash of $69 as of December 31, 2007. Total assets were $77,166 as compared to
$7,752. The increase in our cash holdings was attributable to a convertible note
payable to a related party.

During the nine months ended September 30, 2008, we received the sum of $5,500
in connection with the settlement of a lawsuit.

Our operations to date have been funded by loans and capital contributions made
by our affiliates. Loans provided to the Company prior to the quarter ended
September 30, 2008, have been converted into equity.

Our total current liabilities at September 30, 2008 were $136,224 as compared to
$164,302 at December 31, 2007. We have relied on related parties to provide
working capital to cover professional fees, rent and compensation. We have a
working capital deficit of $60,863. Unless we secure additional financing, of
which there can be no assurance, or begin to generate revenues in excess of
expenses, we may not be able to meet our obligations as they become due.

Due to our operating losses and deficits, our independent auditors in our
financial statements have raised doubts about our ability to continue as a going
concern. Despite these historical losses, management believes that it will be
able to satisfy ongoing operating expenses. If revenues from operations are
insufficient to meet these obligations, management will seek to obtain third
party financing. There can be no assurance that any financing will be available,
or if available, will be offered on terms that will not adversely impact our
shareholders.

During the nine months ended September 30, 2008, we used cash in operating
activities of $106,630 as compared to $199,798 for the nine months ended
September 30, 2007. During the 2008 period, we used cash to fund our net loss of
$246,548 offset by non-cash items such as depreciation of $378 and stock
compensation of $116,464, a decrease in judgment receivables of $5,500, a
decrease in accounts payable of $3,174 and other changes in operating assets and
liabilities.

During the nine months ended September, 2008, we used net cash in investing
activities of $11,589 as compared to $2,519 for the nine months ended September
30, 2007.

During the nine months ended September, 2008, we received net cash from
financing activities of $210,166 as compared to $68,919 for the nine months
ended September 30, 2007.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared pursuant to the rules and regulations of the SEC. Certain information
related to our organization, significant accounting policies and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted. The preparation of the financial statements in accordance
with accounting principles generally accepted in the United States requires us
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. On an ongoing basis, we evaluate
our estimates related to (i) useful lives of depreciable lives of assets; (ii)
income tax valuation allowances; (iii) valuation assumptions for share-based
payments. We base our estimates on historic experience and various other factors
related to each circumstance. Actual results could differ from those estimates
based upon future events, which could include, among other risks, changes in the
business environment in which we operate.

                                       16
<PAGE>

There are several accounting policies that we believe are significant to the
presentation of our financial statements and require management's most
difficult, complex or subjective judgments about matters that are inherently
uncertain. We believe our most critical accounting policies include (i) use of
estimates, which is described more fully above and (ii) the carrying values of
goodwill and other long-lived assets. Our significant accounting policies and
critical accounting estimates are disclosed more fully in our Annual Report on
Form 10-K for the year ended December 31, 2007. We do not believe there have
been significant changes to our critical accounting policies and estimates
subsequent to December 31, 2007.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which clarifies the principle that fair value should be based on the assumptions
that market participants would use when pricing an asset or liability. It also
defines fair value and established a hierarchy that prioritizes the information
used to develop assumptions. In February 2008, the FASB issued Financial Staff
Positions ("FSP") SFAS 157-2, Effective Date of FASB Statement No. 157 ("FSP
157-2"), which delays the effective date of SFAS No. 157, for all nonfinancial
assets and nonfinancial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). FSP 157-2 partially defers the effective date of SFAS 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of this FSP. FSP 157-2 is effective for
us beginning January 1, 2009. We are currently evaluating the potential impact
of the adoption of those provisions of SFAS 157, for which effectiveness was
delayed by FSP 157-2, on our consolidated financial position and results of
operations.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities", which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings. The decision to elect the fair value option is
determined on an instrument-by-instrument basis, should be applied to an entire
instrument and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. The
adoption of SFAS No. 159 is not expected to have a material effect on its
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51" (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent's ownership of a noncontrolling interest, calculation and
discloure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent's ownership interest while the
parent retains its controlling financial interest and fair value measurement
ofany retained noncontrolling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company has not yet determined the effect of the adoption of SFAS No. 160 will
have on its financial position, results of operations or cash flows.

                                       17
<PAGE>

In December 2007, the FASB issued SFAS 141R, "Business Combinations" ("SFAS
141R"), which replaces FASB SFAS 141, "Business Combinations". This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. SFAS 141R will require an entity to record separately from the
business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition. SFAS 141R will require
an entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to recognize as an
asset or liability at fair value for certain contingencies, either contractual
or non-contractual, if certain criteria are met. Finally, SFAS 141R will require
an entity to recognize contingent consideration at the date of acquisition,
based on the fair value at that date. This Statement will be effective for
business combinations completed on or after the first annual reporting period
beginning on or after December 15, 2008. Early adoption of this standard is not
permitted and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company's results of
operations and financial condition for acquisitions previously completed. The
adoption of SFAS No. 141R is not expected to have a material effect on its
financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161 "Disclosures about Derivative
Instruments and Hedging Activities--An Amendment of FASB Statement No. 133."
("SFAS 161"). SFAS 161 establishes the disclosure requirements for derivative
instruments and for hedging activities with the intent to provide financial
statement users with an enhanced understanding of the entity's use of derivative
instruments, the accounting of derivative instruments and related hedged items
under Statement 133 and its related interpretations, and the effects of these
instruments on the entity's financial position, financial performance, and cash
flows. This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2008. We do not expect its adoption will have
a material impact on our financial position, results of operations or cash
flows.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." The current GAAP hierarchy, as set forth in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing Standard
No. 69, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles, has been criticized because (1) it is directed to the
auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements of Financial Accounting Concepts. The FASB believes that the GAAP
hierarchy should be directed to entities because it is the entity (not its
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, the FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The
adoption of SFAS No. 162 is not expected to have a material impact on the
Company's financial position.

                                       18
<PAGE>

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any 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 investors. The term "off-balance sheet arrangement" generally
means any transaction, agreement or other contractual arrangement to which an
entity unconsolidated with us is a party, under which we have: (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company we are not required to provide the information
required by this item.

ITEM 4T. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, our management, including
Michelle Tucker, our Chief Executive Officer, and Adam Wasserman, our Chief
Financial Officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of September 30, 2008.

Disclosure controls and procedures refer to controls and other procedures
designed to ensure that information required to be disclosed in the reports we
file or submit under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under
the supervision of our chief executive officer and our chief financial officer.
Based on that evaluation, Ms. Tucker and Mr. Wasserman concluded that because of
the significant deficiencies in internal control over financial reporting
described below, our disclosure controls and procedures were not effective as of
September 30, 2008.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act. Our management is also required to assess and
report on the effectiveness of our internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404").
Management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2007. In making this assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework. During our
assessment of the effectiveness of internal control over financial reporting as
of September 30, 2008, management identified significant deficiencies related to

   (i)   our internal audit functions and
   (ii)  the absence of an Audit Committee as of September 30, 2008, and
   (iii) a lack of segregation of duties within accounting functions.

                                       19
<PAGE>

We began preparing to be in compliance with the internal control obligations,
including Section 404, for our fiscal year ending December 31, 2008. Management
has determined that our internal audit function is also significantly deficient
due to insufficient qualified resources to perform internal audit functions.

Additionally, management determined that the lack of an Audit Committee of the
board of directors of the Company also contributed to insufficient oversight of
our accounting and audit functions and we do not employ any accounting personnel
and we use an independent account to compile or books and record and our CFO is
engaged on an outsourced basis.

In order to correct the foregoing deficiencies, we plan on taking the following
remediation measures:

   o  We engaged Adam Wasserman, a senior financial executive to serve as our
      Chief Financial Officer. Mr. Wasserman has extensive experience in
      internal control and U.S. GAAP reporting compliance, and together with our
      chief executive officer oversees and manages our the financial reporting
      process and required training of the accounting staff.

   o  We have committed to the establishment of effective internal audit
      functions, however, we have not hired any internal audit resources as of
      the date of this report and may not have sufficient operating capital to
      establish an internal audit function.

   o  We plan on hiring an independent director to serve on an audit committee,
      however we have not hired any independent directors as of the date of this
      report and may not have sufficient operating capital to hire an
      independent director.

   o  Due to our size and nature, segregation of all conflicting duties may not
      always be possible and may not be economically feasible. However, to the
      extent possible, we will implement procedures to assure that the
      initiation of transactions, the custody of assets and the recording of
      transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the significant deficiencies
identified above, and we will continue to monitor the effectiveness of these
steps and make any changes that our management deems appropriate.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control over financial reporting that
is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company's financial reporting.

Our management is not aware of any material weaknesses in our internal control
over financial reporting, and nothing has come to the attention of management
that causes them to believe that any material inaccuracies or errors exist in
our financial statement as of September 30, 2008. The reportable conditions and
other areas of our internal control over financial reporting identified by us as
needing improvement have not resulted in a material restatement of our financial
statements. Nor are we aware of any instance where such reportable conditions or
other identified areas of weakness have resulted in a material misstatement of
omission in any report we have filed with or submitted to the Commission.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.

                                       20
<PAGE>

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during
the quarter ended September 30, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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

During January 2008, we issued 27,857 shares of common stock to officers and
directors for services rendered, having a fair value of $9,750 ($0.35/share),
based upon the quoted closing trading price.

During February 2008, we issued 45,000 shares of common stock to officers and
directors for services rendered, having a fair value of $6,750 ($0.15/share),
based upon the quoted closing trading price.

During February 2008, we issued 1,357,790 shares of common stock, having a fair
value of $203,669 ($0.15/share), based upon the quoted closing trading price.
The stock was issued to Pop Starz, Inc. in connection with the conversion of
non-interest bearing debt for $137,363. The additional $66,306 was recorded as
compensation.

During March 2008, we issued 15,000 shares of common stock to officers and
directors for services rendered, having a fair value of $2,250 ($0.15/share),
based upon the quoted closing trading price.

During May 2008, we issued 30,000 shares of common stock to officers and
directors for services rendered, having a fair value of $7,500 ($0.25/share).

During September 2008, we issued 60,000 shares of common stock to officers and
directors for services rendered, having a fair value of $10,500 (30,000 shares
each at $.25 and $.10 per share).

Also during September, we issued 1,263,029 shares of common stock as repayment
of loans, accrued liabilities, advances, and notes payable to related parties in
the amount of $63,151. We issued 640,400 to an officer for advances and accrued
wages in the aggregate amount of $32,020. We issued 25,000 shares to a service
provider for professional services. These shares were valued at $.05, based on
the quoted closing trading price on the date of repayment.

In October 2008 we issued 220,000 shares of common stock to officers and
directors for services rendered and to be rendered in November 2008, having a
fair value of $6,600. We issued 250,000 shares of common stock to the Tucker
Family Spendthrift Trust as repayment for outstanding advances made to the
Company in the amount of $7,500. We also issued 25,000 shares to a vendor for
services provided. The shares were valued at $.03 based on the quoted closing
trading price on the date of grant.

The above recipients were sophisticated investors who had such knowledge and
experience in financial, investment and business matters that they were capable
of evaluating the merits and risks of the prospective investment in our
securities. The recipients had access to business and financial information
concerning our company. The issuance was exempt from registration under the
Securities Act in reliance on an exemption provided by Section 4(2) of that act.

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<PAGE>

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.

Set forth below is a list of exhibits to this quarterly report on Form 10Q.

Number                            Description
------   -----------------------------------------------------------------------

3(i)-1   Articles of Incorporation (1)

3(1)-2   Amended Articles of Incorporation (1)

3.2      By-Laws of the Company (1)

10.3     Employment Agreement with Linford Ellis (2)

10.4     Employment Agreement with Kathleen Ellis (2)

10.5     Consulting Agreement with Jeffery Collins (2)

31.1 *   Certification of the Chief Executive Officer and Chief Financial
         Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
         Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

31.2 *   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
         or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 *   Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)
         or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended,
         and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

32.1 *   Certification of the Chief Financial Officer pursuant to Rule 13a-14(b)
         or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended,
         and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.
__________________

(1) Filed as an exhibit to the Registrant's Form SB-2, filed on May 14, 2007

(2) Filed as an exhibit to the Registrants Form 10Q for the period ended June
    30, 2008, filed on August 14, 2008

*   Filed herewith

                                       22
<PAGE>

                                   SIGNATURES

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

                                        Pop Starz Records, Inc.

Date:  November 11, 2008                By: /s/ Michelle Tucker
                                            -------------------
                                        Michelle Tucker
                                        Chief Executive Officer

Date:  November 11, 2008                By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and
                                        Principal Accounting Officer

                                       23