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: JUNE 30, 2009

|_|   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.)

                               7359 Ballantrae Ct.
                              Boca Raton, FL 33496
                    ----------------------------------------
                    (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 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 during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).           |_| Yes |_| No

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated file"
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). |X| Yes |_| No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 19, 2009 the Company had authorized 100,000,000 shares of $.01 par
value common stock of which 16,704,862 shares of common stock were issued and
outstanding.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                       June 30,     December 31,
                                                         2009           2008
                                                      ---------     ------------
                                                     (Unaudited)     (Audited)

                      ASSETS

Current Assets:
  Cash and cash equivalents ......................    $       -      $       -
                                                      ---------      ---------

    Total Assets .................................    $       -      $       -
                                                      =========      =========

       LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ...............................    $      17      $       -
  Accrued compensation-related party .............       11,570          3,450
  Due to related parties .........................        7,253          1,614
                                                      ---------      ---------

    Total Liabilities ............................       18,840          5,064
                                                      ---------      ---------

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

Stockholders' Deficit:
  Common stock, $.01 par value 100,000,000 shares
   authorized 16,704,862 and 14,154,243 shares
   issued and outstanding ........................      167,048        141,542
  Additional paid in capital .....................      534,892        533,592
  Deficit accumulated during the development stage     (720,780)      (680,198)
                                                      ---------      ---------
    Total Stockholders' Deficit ..................      (18,840)        (5,064)
                                                      ---------      ---------
    Total Liabilities and Stockholders' Deficit ..    $       -      $       -
                                                      =========      =========

          See Accompanying Notes to the Unaudited Financial Statements

                                        2
<PAGE>
<TABLE>
                                              POP STARZ RECORDS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                         UNAUDITED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                                         For the
                                                                                                       period from
                                                                                                       July 5, 2006
                                        For the Three Months Ended       For the Six Months Ended      (Inception)
                                                 June 30,                        June 30,               to June 30,
                                           2009            2008            2009            2008            2009
                                       ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>
Operating expenses
  General and administrative .......   $     16,631    $     34,151    $     40,582    $    148,796    $    701,346
                                       ------------    ------------    ------------    ------------    ------------
Total operating expenses ...........         16,631          34,151          40,582         148,796         701,346

Loss from Operations ...............        (16,631)        (34,151)        (40,582)       (148,796)       (701,346)

Other Expense
Equity in losses of investment .....              -               -               -               -          (4,278)
Interest expense-related party .....              -          (1,181)              -          (1,181)        (10,456)
                                       ------------    ------------    ------------    ------------    ------------
Total other expenses ...............              -          (1,181)              -          (1,181)        (14,734)
                                       ------------    ------------    ------------    ------------    ------------

Net Loss ...........................   $    (16,631)   $    (35,332)   $    (40,582)   $   (149,977)   $   (716,080)
                                       ============    ============    ============    ============    ============


Net Loss per Share-Basic and Diluted   $      (0.00)   $      (0.00)   $      (0.00)   $      (0.01)   $      (0.06)
                                       ============    ============    ============    ============    ============

Weighted Average Number of Shares
  Outstanding during the Period-
    Basic and Diluted ..............     16,704,862      11,658,287      14,734,276      11,235,663      11,210,444
                                       ============    ============    ============    ============    ============

                            See Accompanying Notes to the Unaudited Financial Statements

                                                         3
</TABLE>
<PAGE>
<TABLE>
                                                 POP STARZ RECORDS, INC.
                                              (A DEVELOPMENT STAGE COMPANY)
                                           UNAUDITED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                        For the Period
                                                                             For the Six Months          July 5, 2006
                                                                                    Ended            (Date of Inception)
                                                                                  June 30,               to June 30,
                                                                             2009          2008             2009
                                                                           ---------    ---------    -------------------
<S>                                                                        <C>          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ...............................................................   $ (40,582)   $(149,977)        $(716,080)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Amortization .........................................................           -            -             5,294
  Depreciation .........................................................           -          252               756
  Impairment loss ......................................................           -            -             5,294
  Stock issued for services ............................................         500            -             3,412
  Stock issued for services-related parties ............................      10,000       98,557           159,966
  Bad debt expense-related party .......................................           -        4,580                 -
  Accrued rent and rent expense paid through issuance of common stock ..       6,000            -            43,500
  Equity in loss of investment in affiliate ............................           -            -             4,278
  Loss on disposal of fixed assets .....................................           -            -             1,763
Changes in Operating Assets and Liabilities
  Judgement receivable .................................................           -        5,500                 -
  Accounts payable .....................................................          17       (3,187)               17
  Accrued compensation-related parties .................................      11,570        3,715            11,570
  Accrued interest-related party .......................................           -        1,181                 -
                                                                           ---------    ---------         ---------
    Net Cash Used in Operating Activities ..............................     (12,495)     (39,379)         (480,230)
                                                                           ---------    ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment ................................................           -            -            (2,519)
  Investment in subsidiaries ...........................................           -            -           (56,279)
  Cash paid for acquisition of intangible asset ........................           -            -           (10,000)
                                                                           ---------    ---------         ---------
    Net Cash Used in Investing Activities ..............................           -            -           (68,798)
                                                                           ---------    ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances .................................      12,495       44,334           284,935
  Repayments of related party advances .................................           -       (5,020)           (8,016)
  Proceeds from notes payable-related party ............................           -            -           162,109
  Proceeds from convertible notes payable-related party ................           -       50,000            45,300
  Proceeds from sale of common stock-related party .....................           -            -            64,700
                                                                           ---------    ---------         ---------
    Net Cash Provided by Financing Activities ..........................      12,495       89,314           549,028
                                                                           ---------    ---------         ---------
Net Increase (Decrease) in Cash and Cash Equivalents ...................           -       49,935                 -
                                                                           ---------    ---------         ---------
Cash at Beginning of Period ............................................           -           69                 -
                                                                           ---------    ---------         ---------
Cash at End of Period ..................................................   $       -    $  50,004         $       -
                                                                           =========    =========         =========
Supplementary Cash Flow Information:
Cash paid for income taxes .............................................   $       -    $       -         $       -
                                                                           =========    =========         =========
Cash paid for interest .................................................   $       -    $       -         $   2,111
                                                                           =========    =========         =========
Non Cash Investing and Financing Activities
  Common stock issued in connection with acquisition of intangible asset   $       -    $       -         $     588
                                                                           =========    =========         =========
  Common stock issued for prepaid expense related party ................   $       -    $   6,000         $   6,000
                                                                           =========    =========         =========
  Common stock issued for accrued expenses - related party .............   $  16,000    $       -         $  31,000
                                                                           =========    =========         =========
  Common stock issued for debt and accrued compensation - related party    $  21,806    $       -         $  56,806
                                                                           =========    =========         =========
  Common stock issued for debt and accrued interest - related party ....   $       -    $ 137,362         $ 411,667
                                                                           =========    =========         =========

                              See Accompanying Notes to the Unaudited Financial Statements

                                                            4
</TABLE>
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed 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. Management has evaluated
subsequent events, and the impact on the reported results and disclosures,
through August 19, 2009, which is the date these financial statements were filed
with the Securities and Exchange Commission.

The unaudited interim financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management's Discussion and
Analysis, for the year ended December 31, 2008. The interim results for the
period ended June 30, 2009 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's original business purpose was to develop, produce,
license, acquire and distribute recorded music, primarily in the popular Hip Hop
and Pop genres through its subsidiaries.

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's, 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 one share of Apollo
for each three shares of Pop Starz Records, Inc. The spin-off was effective on
October 3, 2008.

                                       5
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company also had an investment in the common stock of Beta Music Group, Inc.
At December 31, 2008, the Company held 1,769,281 shares of the common stock of
Beta Music Group, Inc., valued at $4,277 which represents a 26% interest in
Beta, therefore, the Company has determined that accounting for the investment
under the equity method is appropriate. During the year ended December 31, 2008,
the Company recorded a loss in the equity of Beta Music Group, Inc. equal to the
carrying value of the investment, as the Company's proportionate share of the
losses in Beta exceed the carrying value.

In December, 2008, the Company announced its intention to distribute its shares
in Beta Music Group, Inc. ("Beta") through a stock dividend at the rate of one
share of Beta for each eight shares of Pop Starz Records, Inc. The distribution
was effective January 14th 2009.

As a result of the spin-off and distribution, we have no operations or
significant assets, and are currently a shell corporation.

DEVELOPMENT STAGE

The Company's financial statements are presented as those of 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. There have been no revenues generated from sales.

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.

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 June 30, 2009, the Company did not
have any cash and cash equivalents.

EARNINGS 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 six months ended June 30, 2009 and 2008, and for the period
from July 5, 2006 (inception) to June 30, 2009, 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.

                                        6
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB released FSP SFAS 157-4, Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly ("SFAS No. 157-4").
SFAS No. 157-4 supersedes SFAS No. 157-3. SFAS No. 157-4 provides guidance on
how to determine the fair value of assets and liabilities when the volume and
level of activity for the asset/liability has significantly decreased. SFAS No.
157-4 also provides guidance on identifying circumstances that indicate a
transaction is not orderly. In addition, SFAS No. 157-4 requires disclosure in
interim and annual periods of the inputs and valuation techniques used to
measure fair value and a discussion of changes in valuation techniques. SFAS No.
157-4 is effective for interim and annual periods ending after June 15, 2009
(June 30, 2009 for the Company) and shall be applied prospectively. SFAS No.
157-4 does not have a material impact on the preparation of and disclosures in
the Company's financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS No. 165").
SFAS No. 165 establishes general standards of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires entities to disclose the
date through which it has evaluated subsequent events and the basis for that
date. SFAS No. 165 is effective for interim and annual periods ending after June
15, 2009. The Company adopted SFAS No. 165 on June 30, 2009 (see note 1 in the
notes to the financial statements included in this Quarterly Report on Form
10-Q).

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets, an amendment of FASB Statement No. 140 ("SFAS No. 166"). The
objective of SFAS No. 166 is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial statements about a transfer of financial assets; the
effects of a transfer on its financial position, financial performance, and cash
flows; and a transferor's continuing involvement, if any, in transferred
financial assets. SFAS No. 166 removes the concept of a qualifying
special-purpose entity from Statement 140 and removes the exception from
applying FASB Interpretation No. 46, Consolidation of Variable Interest
Entities, to qualifying special-purpose entities. Additionally, SFAS No. 166
defines the term participating interest to establish specific conditions for

                                        7
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

reporting a transfer of a portion of a financial asset as a sale, and also
requires that a transferor recognize and initially measure at fair value all
assets obtained (including a transferor's beneficial interest) and liabilities
incurred as a result of a transfer of financial assets accounted for as a sale.
SFAS No. 166 is effective for fiscal periods ending after November 15, 2009
(January 1, 2010 for the Company). The Company is currently evaluating the
impacts and disclosures related to SFAS No. 166.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R) ("SFAS No. 167"). SFAS No. 167 amends guidance in Interpretation 46
(R) for determining whether an entity is a variable interest entity in addition
to subjecting enterprises to a number of other requirements including, among
other things: (i) requiring an enterprise to perform an analysis to determine
whether the enterprise's variable interest or interests give it a controlling
financial interest in a variable interest entity and specifies the
characteristics the primary beneficiary of a variable interest entity must have
to be designated as such; (ii) requiring an enterprise to assess whether it has
an implicit financial responsibility to ensure that a variable interest entity
operates as designed when determining whether it has the power to direct the
activities of the variable interest entity that most significantly impact the
entity's economic performance; (iii) requiring the ongoing reassessments of
whether an enterprise is the primary beneficiary of a variable interest entity;
(iv) the elimination of the quantitative approach previously required for
determining the primary beneficiary of a variable interest entity, and (v)
adding an additional reconsideration event for determining whether an entity is
a variable interest entity when any changes in facts and circumstances occur
such that investors of the equity investment at risk, as a group, lose the power
from voting or similar rights of the investment to direct the activities of the
entity that have the most significant impact on the entity's economic
performance. SFAS No. 167 is effective for fiscal and interim periods ending
after November 15, 2009 (January 1, 2010 for the Company). The Company is
currently evaluating the impacts and disclosures related to SFAS No. 167.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 ("SFAS No. 168"). SFAS No. 168 establishes
the FASB Accounting Standards Codification as the source of authoritative
accounting principles recognized by FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with GAAP.
SFAS No. 168 is effective for fiscal and interim periods ending after September
15, 2009 (September 30, 2009 for the Company). The Company is currently
evaluating the impacts and disclosures related to SFAS No. 168.

NOTE 2 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $40,582 and net cash used in operations of $12,495 for the six months
ended June 30, 2009; and a working capital deficit of $18,840, a deficit
accumulated during the development stage of $720,780 and a stockholders' deficit
of $18,840 at June 30, 2009. 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.

                                        8
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)

At June 30, 2009, the authorized capital of the company consists of 100,000,000
shares of common stock with a par value of $.01. At June 30, 2009, there are
16,704,862 shares issued and outstanding.

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

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

During 2007, the Company issued 1,883,339 shares of common stock, having a fair
value of $188,334, based upon the fair value of stock issued to third parties
for services rendered as repayment of loans and advances from related parties.
The Company also issued 150,000 shares having a fair value of $15,000 for
accrued rent expense to a related-party.

During 2007, the Company issued 1,970,000 shares of common stock, having a fair
value of $35,000, to the Chief Executive Officer for accrued compensation.

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.

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.

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 February 2008, the Company 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 $135,779. The additional $67,890 was
recorded as compensation.

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.

                                        9
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

During October, 2008, the Company issued 220,000 shares of common stock to
officers and directors for services rendered having a fair value of $6,600 ($.03
per share), based on the quoted closing trading price at the time the services
were rendered.

In December 2008, the Company issued 250,000 shares of common stock to an
affiliate for repayment of advances and accrued expenses having a fair value of
$7,500, based on the quoted closing trading price at the time of the conversion.

In March 2009, the Company issued 930,619 shares of common stock to a related
party for repayment of advances made to the Company in the amount of $9,312. The
Company also issued 600,000 shares of common stock to a related party for
accrued rent and rent expense.

In March 2009 the Company issued 50,000 shares of common stock for professional
services.

During March 2009, the Company issued 970,000 shares of common stock to officers
and directors for services rendered. The shares were valued based on the closing
trading price on the date the shares were earned, and ranged between $.01 and
$.03.

NOTE 4 - SUBSEQUENT EVENTS

During July and August 2009, a related party advanced the Company approximately
$3,100.

                                       10
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

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.

Overview and history

Pop Starz Records, Inc. (the "Company", "PSR", "we", or "our") was incorporated
on July 5, 2006, under the laws of the State of Florida. We were then a wholly
owned subsidiary of Pop Starz, Inc., also a Florida corporation. Until June 29,
2007 we were a majority-owned subsidiary of Pop Starz, Inc. On June 29, 2007,
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 (10) shares of Pop Starz, Inc. beneficially owned on the Record Date,
June 29, 2007.

On December 21, 2006, we acquired all the assets of eMotion Music, LLC, a
Florida limited liability company ("eMotion"), including all of eMotion's right,
title, and interest in (i) a digital distribution agreement with the Independent
Online Distribution Alliance (IODA), and (ii) all of those rights and assets,
tangible or intangible, exclusively used in the performance of day to day
business operations as owned or held by eMotion, such as manuals, databases,
client lists, and contracts in progress.

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. On October 3,
2008, the Company distributed 4,553,081 (76%) of the Company's common stock to
all Pop Starz Inc, common shareholders and those entitled to dividends as if a
common stock shareholder on the basis of one registered share for every three
(3) shares of Pop Starz, Inc. beneficially owned on the Record Date, September
30, 2008.

CURRENT BUSINESS STRATEGY

Because of the distribution of the common stock of our subsidiary, Apollo in
October 2008, the Company has no ongoing operations. The Board has determined to
maintain the Company as a public "shell" corporation, which will seek suitable
business combination opportunities. The Board believes that a business
combination with an operating company has the potential to create greater value
for the Company's stockholders than a liquidation or similar distribution.

                                       11
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

EFFECT OF STATUS AS A "SHELL" COMPANY

Because we are a shell company as defined under the Rules of the Securities and
Exchange Commission, we are disqualified from using a short form of registration
statement (S-8) for the issuance of employee stock options. Furthermore, holders
of restricted securities issued while we were or are a shell company may not
re-sell the restricted securities pursuant to SEC Rule 144 for a period of one
year after we cease to be a shell and have filed the necessary report with the
SEC to that effect.

Our exclusive source of funding to date have been from its former parent
company, Pop Starz, Inc, and Michelle Tucker and affiliates thereto either
through sales of our common stock or from loans, as described elsewhere in this
Report (see "Certain Relationships and Related Transactions").

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008

We did not generate any revenues from continuing operations during the three or
six months ended June 30, 2009 or 2008.

During the three months ended June 30, 2009 we incurred general and
administrative expenses totaling $16,631, as compared to $35,332 for the same
period in the prior year. The decrease in the current year was due primarily to
a decrease in compensation, accounting and legal fees as well as other operating
expenses.

During the six months ended June 30, 2009 we incurred general and administrative
expenses totaling $40,582, as compared to $148,796 for the same period in the
prior year. The decrease in the current year was due primarily to a decrease in
compensation, accounting and legal fees as well as other operating expenses.

Liquidity and Capital Resources

At June 30, 2009 and December 31, 2008 we did not have any assets.

Our operations to date have been funded by loans and capital contributions made
by our affiliates.

Our total current liabilities at June 30, 2009 were $18,840 as compared to
$5,064 at December 31, 2008. We have relied on related parties to provide
working capital to cover professional fees, rent and compensation. We have a
working capital deficit of $18,840. 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 six months ended June 30, 2009, we used cash in operating activities
of $12,495 as compared to $39,976 for the six months ended June 30, 2008. During
the 2009 period, we used cash to fund our net loss of $40,582 offset by non-cash
items such as stock compensation and other changes in operating assets and
liabilities.

During the six months ended June 30, 2009, we received net cash from financing
activities of $12,495 as compared to $44,334 for the six months ended June 30,
2008.

                                       12
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations
are based upon our condensed 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.

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, 2008. We do not believe there have
been significant changes to our critical accounting policies and estimates
subsequent to December 31, 2008.

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 financial position and results of operations.

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 of
any 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.

                                       13
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

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 April 2009, the FASB released FSP SFAS 157-4, Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly ("SFAS No. 157-4").
SFAS No. 157-4 supersedes SFAS No. 157-3. SFAS No. 157-4 provides guidance on
how to determine the fair value of assets and liabilities when the volume and
level of activity for the asset/liability has significantly decreased. SFAS No.
157-4 also provides guidance on identifying circumstances that indicate a
transaction is not orderly. In addition, SFAS No. 157-4 requires disclosure in
interim and annual periods of the inputs and valuation techniques used to
measure fair value and a discussion of changes in valuation techniques. SFAS No.
157-4 is effective for interim and annual periods ending after June 15, 2009
(June 30, 2009 for the Company) and shall be applied prospectively. SFAS No.
157-4 does not have a material impact on the preparation of and disclosures in
the Company's financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS No. 165").
SFAS No. 165 establishes general standards of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires entities to disclose the
date through which it has evaluated subsequent events and the basis for that
date. SFAS No. 165 is effective for interim and annual periods ending after June
15, 2009. The Company adopted SFAS No. 165 on June 30, 2009 (see note 1 in the
notes to the financial statements included in this Quarterly Report on Form
10-Q).

                                       14
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets, an amendment of FASB Statement No. 140 ("SFAS No. 166"). The
objective of SFAS No. 166 is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial statements about a transfer of financial assets; the
effects of a transfer on its financial position, financial performance, and cash
flows; and a transferor's continuing involvement, if any, in transferred
financial assets. SFAS No. 166 removes the concept of a qualifying
special-purpose entity from Statement 140 and removes the exception from
applying FASB Interpretation No. 46, Consolidation of Variable Interest
Entities, to qualifying special-purpose entities. Additionally, SFAS No. 166
defines the term participating interest to establish specific conditions for
reporting a transfer of a portion of a financial asset as a sale, and also
requires that a transferor recognize and initially measure at fair value all
assets obtained (including a transferor's beneficial interest) and liabilities
incurred as a result of a transfer of financial assets accounted for as a sale.
SFAS No. 166 is effective for fiscal periods ending after November 15, 2009
(January 1, 2010 for the Company). The Company is currently evaluating the
impacts and disclosures related to SFAS No. 166.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R) ("SFAS No. 167"). SFAS No. 167 amends guidance in Interpretation 46
(R) for determining whether an entity is a variable interest entity in addition
to subjecting enterprises to a number of other requirements including, among
other things: (i) requiring an enterprise to perform an analysis to determine
whether the enterprise's variable interest or interests give it a controlling
financial interest in a variable interest entity and specifies the
characteristics the primary beneficiary of a variable interest entity must have
to be designated as such; (ii) requiring an enterprise to assess whether it has
an implicit financial responsibility to ensure that a variable interest entity
operates as designed when determining whether it has the power to direct the
activities of the variable interest entity that most significantly impact the
entity's economic performance; (iii) requiring the ongoing reassessments of
whether an enterprise is the primary beneficiary of a variable interest entity;
(iv) the elimination of the quantitative approach previously required for
determining the primary beneficiary of a variable interest entity, and (v)
adding an additional reconsideration event for determining whether an entity is
a variable interest entity when any changes in facts and circumstances occur
such that investors of the equity investment at risk, as a group, lose the power
from voting or similar rights of the investment to direct the activities of the
entity that have the most significant impact on the entity's economic
performance. SFAS No. 167 is effective for fiscal and interim periods ending
after November 15, 2009 (January 1, 2010 for the Company). The Company is
currently evaluating the impacts and disclosures related to SFAS No. 167.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 ("SFAS No. 168"). SFAS No. 168 establishes
the FASB Accounting Standards Codification as the source of authoritative
accounting principles recognized by FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with GAAP.
SFAS No. 168 is effective for fiscal and interim periods ending after September
15, 2009 (September 30, 2009 for the Company). The Company is currently
evaluating the impacts and disclosures related to SFAS No. 168.

                                       15
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

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 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), as of the end of the period covered by this
Quarterly Report on Form 10-Q, the Company's management evaluated, with the
participation of the Company's principal executive officer and principal
financial officer, the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or
Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are
defined as those controls and other procedures of an issuer that are designed to
ensure that the information required to be disclosed by the issuer in the
reports it files or submits under the Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
officer and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. Based on their evaluations of these disclosure controls and
procedures, the Company's chairman of the board, chief executive and chief
financial officers have concluded that the disclosure controls and procedures
were effective as of the date of such evaluation to ensure that material
information relating to the Company, were made known to them particularly during
the period in which this Quarterly Report on Form 10-Q was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during
the quarter ended June 30, 2009 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.

                                       16
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

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

During March 2009, we issued 2,500,619 shares of common stock to officers,
directors and an affiliate for services and repayment of advances and accrued
rent. The shares had a fair value of $26,306 based on the quoted closing trading
price. Additionally, we issued 50,000 shares having a fair value of $500 for
professional services rendered.

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.

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.

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.

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.

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

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.

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 2007, the Company issued 1,883,339 shares of common stock, having a fair
value of $188,334, based upon the fair value of stock issued to third parties
for services rendered as repayment of loans and advances from related parties.
The Company also issued 150,000 shares having a fair value of $15,000 for
accrued rent expense to a related-party.

                                       17
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

During 2007, the Company issued 1,970,000 shares of common stock, having a fair
value of $35,000, to the Chief Executive Officer for accrued compensation.

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.

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

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

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.

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.

Exhibit
Number                                Description
-------     --------------------------------------------------------------------
 3(i).1     Articles of Incorporation (1)

 3(i).2     Amended Articles of Incorporation (1)

3(ii).1     By-Laws of the Company (1)

   10.1     Employment Agreement with Jonathon Green

   10.2     Employment Agreement with Francisco Del

   10.3     Independent Contractor agreement with Michelle Tucker

   10.4     Lease Agreement

   10.5     Standard director agreement

   10.6     Exclusive recording agreement

     14     Code of Business Conduct and Ethics

                                       18
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

   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

                                       19
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                                   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:  August 19, 2009                  By: /s/ Michelle Tucker
                                            -------------------
                                        Michelle Tucker
                                        Chief Executive Officer


Date:  August 19, 2009                  By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and
                                        Principal Accounting Officer

                                       20