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, 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

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)

                             Pop Starz Records, Inc.
                             -----------------------
                           (Former Name of Registrant)

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

                     4470 Chamblee Dunwoody Road, Suite 250
                             Atlanta, Georgia 30038
                     --------------------------------------
                    (Address of principal executive offices)

                                  404-255-8800
                                  ------------
                           (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 preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). |_| Yes |_| No

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated 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 September 30, 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>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                                      INDEX

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements ..............................................   2

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operation .........................................  11

Item 3.  Quantitative and Qualitative Disclosure About Market Risk .........  14

Item 4.  Controls and Procedures ...........................................  14

Item 4T. The information required by Item 4t is contained in Item 4.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  15

Item 1A. Risk Factors ......................................................  15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  16

Item 3.  Defaults upon senior securities ...................................  16

Item 4.  Submission of matters to a vote of security holders ...............  16

Item 5.  Other information .................................................  16

Item 6.  Exhibits ..........................................................  16

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                    September 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 .............            -           3,450
  Due to related parties .........................            -           1,614
                                                      ---------       ---------

    Total Liabilities ............................           17           5,064
                                                      ---------       ---------

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

Stockholders' Deficit:
  Common stock, $.01 par value 100,000,000 shares
   authorized 16,704,862 and 16,704,862 shares
   issued and outstanding ........................      167,048         141,542
  Additional paid in capital .....................      557,161         533,592
  Deficit accumulated during the development stage     (724,226)       (680,198)
                                                      ---------       ---------
    Total Stockholders' Deficit ..................          (17)         (5,064)
                                                      ---------       ---------
    Total Liabilities and Stockholders' Deficit ..    $       -       $       -
                                                      =========       =========

          See Accompanying Notes to the Unaudited Financial Statements

                                        2
<PAGE>
<TABLE>
                                         WORLD MORTGAGE EXCHANGE GROUP, INC.
                                            (A DEVELOPMENT STAGE COMPANY)
                                         UNAUDITED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                                         For the
                                                                                                       period from
                                                                                                       July 5, 2006
                                        For the Three Months Ended      For the Nine Months Ended      (Inception)
                                                 Sept 30,                        Sept 30,               to Sept 30,
                                           2009            2008            2009            2008            2009
                                       ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>
Operating expenses
  General and administrative .......   $      3,446    $     30,396    $     44,028    $    179,191    $    704,792
                                       ------------    ------------    ------------    ------------    ------------
Total operating expenses ...........          3,446          30,396          44,028         179,191         704,792

Other Expense
Equity in losses of investment .....              -               -               -               -          (4,278)
Interest expense - related party ..               -            (624)              -          (1,805)        (10,456)
                                       ------------    ------------    ------------    ------------    ------------
Total other expenses ...............              -            (624)              -          (1,805)        (14,734)
                                       ------------    ------------    ------------    ------------    ------------
Net Loss from continuing operations          (3,446)        (31,020)        (44,028)       (180,996)       (719,526)

Discontinuing operations ...........              -         (65,552)              -         (65,552)              -
                                       ------------    ------------    ------------    ------------    ------------
Net Loss ...........................   $     (3,446)   $    (96,572)        (44,028)   $   (246,548)       (719,526)
                                       ============    ============    ============    ============    ============


Net Loss per Share-Basic and Diluted   $      (0.00)   $      (0.01)   $      (0.00)   $      (0.02)   $      (0.06)
                                       ============    ============    ============    ============    ============

Weighted Average Number of Shares
  Outstanding during the Period-
    Basic and Diluted ..............     16,704,862      11,951,786      15,391,138      11,381,772      11,622,525
                                       ============    ============    ============    ============    ============

                            See Accompanying Notes to the Unaudited Financial Statements

                                                          3
</TABLE>
<PAGE>
<TABLE>
                                           WORLD MORTGAGE EXCHANGE GROUP, INC.
                                              (A DEVELOPMENT STAGE COMPANY)
                                           UNAUDITED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                       For the Period
                                                                             For the Nine Months         July 5, 2006
                                                                                    Ended            (Date of Inception)
                                                                                September 30,          to September 30,
                                                                             2009          2008             2009
                                                                           ---------    ---------    -------------------
<S>                                                                        <C>          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ...............................................................   $ (44,028)   $(246,548)        $(719,526)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Amortization .........................................................           -            -             5,294
  Depreciation .........................................................           -          378               756
  Impairment loss ......................................................           -            -             5,294
  Stock issued for services ............................................         500        1,250             3,412
  Stock issued for services-related parties ............................      10,000      115,214           159,966
  Bad debt expense-related party .......................................           -            -                 -
  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
  Amortization of stock issued for prepaid expenses ....................         100            -
Changes in Operating Assets and Liabilities
  Accounts receivable ..................................................           -      (13,353)                -
  Judgment receivable ..................................................           -        5,500                 -
  Prepaid expenses .....................................................           -            -                 -
  Inventory ............................................................           -      (10,400)                -
  Accounts payable .....................................................          17       19,448                17
  Accrued expenses .....................................................           -       19,302                 -
  Accrued compensation-related parties .................................           -            -                 -
  Accrued interest-related party .......................................           -        2,479                 -
                                                                           ---------    ---------         ---------
    Net Cash Used in Operating Activities ..............................     (27,511)    (106,630)         (495,246)
                                                                           ---------    ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment ................................................           -       (6,600)           (2,519)
  Investment in subsidiaries ...........................................           -       (4,989)          (56,279)
  Cash paid for acquisition of intangible asset ........................           -            -           (10,000)
                                                                           ---------    ---------         ---------
    Net Cash Used in Investing Activities ..............................           -      (11,589)          (68,798)
                                                                           ---------    ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances .................................      34,764      118,028           307,204
  Repayments of related party advances .................................      (7,253)      (6,020)          (15,269)
  Proceeds from notes payable-related party ............................           -        4,700           162,109
  Proceeds from convertible notes payable-related party ................           -       45,300            45,300
  Proceeds from sale of common stock-related party .....................           -            -            64,700
                                                                           ---------    ---------         ---------
    Net Cash Provided by Financing Activities ..........................      27,511      162,008           564,044
                                                                           ---------    ---------         ---------
Net Increase (Decrease) in Cash and Cash Equivalents ...................           -       43,789                 -
                                                                           ---------    ---------         ---------
Cash at Beginning of Period ............................................           -           69                 -
                                                                           ---------    ---------         ---------
Cash at End of Period ..................................................   $       -    $  43,858         $       -
                                                                           =========    =========         =========
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
                                                                           =========    =========         =========
  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 ....   $       -    $ 339,340         $ 411,667
                                                                           =========    =========         =========

                              See Accompanying Notes to the Unaudited Financial Statements

                                                            4
</TABLE>
<PAGE>

                       World Mortgage Exchange Group, 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 November 16, 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 September 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

World Mortgage Exchange Group, 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>

                       WORLD MORTGAGE EXCHANGE GROUP, 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.

On September 8, 2009 a total of 15,034,376 issued and outstanding shares of the
Company's common stock (the "Shares") were sold in a private transaction
including 13,999,799 owned by Michelle Tucker, the Company's former chief
executive officer and director, and an entity affiliated with Ms. Tucker. As a
result of the foregoing transaction, the purchasers currently own approximately
90% of the Company's issued and outstanding shares of common stock. (See Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS included in this Form 10-Q for a detailed explanation of the new
business strategy.)

As a result of the recent change in ownership, 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 September 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 nine months ended September 30, 2009 and 2008, and for the
period from July 5, 2006 (inception) to September 30, 2009, respectively, the
Company did not have any outstanding dilutive securities.

                                        6
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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, and 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).

                                        7
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

                                        8
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $44,028 and net cash used in operations of $27,511 for the nine months
ended September 30, 2009; and a working capital deficit of $17, a deficit
accumulated during the development stage of $724,226 and a stockholders' deficit
of $17 at September 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.

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)

At September 30, 2009, the authorized capital of the company consists of
100,000,000 shares of common stock with a par value of $.01. ON September 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.

                                        9
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

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

On November 10, 2009, Benjamin Stanley tendered his resignation as an officer
and director of the Company.

                                       10
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (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.

On September 8, 2009 a total of 15,034,376 issued and outstanding shares of the
Company's common stock (the "Shares") were sold in a private transaction
including 13,999,799 owned by Michelle Tucker, the Company's former chief
executive officer and director, and an entity affiliated with Ms. Tucker. As a
result of the foregoing transaction, the purchasers currently own approximately
90% of the Company's issued and outstanding shares of common stock.

In connection with the purchase and sale of the Shares, Michelle Tucker and
Francisco Del resigned from the Company's Board of Directors. Also in connection
with the purchase and sale of the Shares, Michelle Tucker and Adam Wasserman
tendered their resignations as officers of the Company.

                                       11
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

Concurrent with the resignations of Ms. Tucker, Mr. Del and Mr. Wasserman,
Benjamin Stanley, Ron Reeser and Loyd Skidmore were appointed to our Board of
directors.

In addition, Benjamin F. Stanley was appointed our chief executive officer,
Brian James was appointed chief financial officer, Ron Reeser was appointed
secretary, Adam Powell was appointed treasurer and Loyd Skidmore was appointed
as our vice president.

On September 10, 2009 the Board of Directors of Pop Starz Records, Inc. passed a
resolution authorization the change of the name of the corporation to World
Mortgage Exchange Group, Inc. "WMEG"

CURRENT BUSINESS STRATEGY

On September 10, 2009 the Board of Directors of Pop Starz Records, Inc. passed a
resolution authorization the change of the name of the corporation to World
Mortgage Exchange Group, Inc. ("WMEG") and introduced a new business model. The
proposed name change was approved by written consent in lieu of meeting of the
shareholders.

WMEG's objective is to become a diversified asset holding company that will be
focused primarily on lending, financing, asset management, and real estate
development. WMEG will have three principal operating units: 1) A Mortgage
lending company which will offer a 49 year mortgage loan product; 2.) An Asset
Management and Investment Company; and 3) A Real Estate Development Company.

The implementation of our business plan will required significant capital
infusion the extent of which cannot be reasonably forecast at this time. If we
issue shares of our common stock, existing shareholders will experience
significant dilution. Any debt financing may not be available or if available,
may not be available on terms suitable for the Company.

We currently have no commitment for funding. If we are not able to secure
financing, we will not be able to implement our business plan and you will lose
your investment.

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.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

During the three months ended September 30, 2009 we incurred general and
administrative expenses totaling $3,446, as compared to $30,396 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.

                                       12
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

During the nine months ended September 30, 2009 we incurred general and
administrative expenses totaling $44,028, as compared to $179,191 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 September 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 September 30, 2009 were $17 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 $17. We have no commitments from any related parties
to fund our ongoing operations.

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, 2009, we used cash in operating
activities of $27,511 as compared to $106,630 for the nine months ended
September 30, 2008. During the 2009 period, we used cash to fund our net loss of
$44,028 offset by non-cash items such as stock compensation and other changes in
operating assets and liabilities.

During the nine months ended September 30, 2009, we received net cash from
financing activities of $27,511 as compared to $162,008 for the nine months
ended September 30, 2008.

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.

                                       13
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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.

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.

Not applicable.

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 September 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       14
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On September 15, 2009, an indictment was filed in the United States District
Court for the Northern District of Georgia, Atlanta Division (Case No.
1:09CR406), against Mr. Stanley and several other defendants, The indictment
alleges conspiracy and securities fraud in connection with the common stock of
Conversion Solutions Holdings Corporation, an entity in which Mr, Stanley served
as its chief operating officer. Mr. Stanley denies the allegations contained in
the indictment and has retained counsel to launch a vigorous defense.

As a result of the foregoing, Mr. Stanley tendered his resignation as an officer
and director.

ITEM 1A. RISK FACTORS

RISK FACTORS.

You should carefully consider the risks described below before buying shares of
our Common Stock. Additional risks and uncertainties not currently known to us
or that we currently deem immaterial may impair our business operations. If any
of the adverse events described in this risk factors section actually occur, our
business, results of operations and financial condition could be materially
adversely affected, the trading price of our common stock could decline and you
might lose all or part of your investment. We have had operating losses to date
and cannot assure that we will be profitable in the foreseeable future. We make
various statements in this section which constitute "forward-looking" statements
under Section 27A of the Securities Act.

WE HAVE UNDERTAKEN A NEW BUSINESS STRATEGY.

We are no longer involved in the music and record industry. Our current focus is
to become a lending, financing, asset management, and real estate development.
We were not successful with our last business venture and there can be no
assurance that we will be successful with this business venture despite the
election of new officers and directors with experience in these fields.

OUR BUSINESS WILL BE SUBSTANTIALLY DEPENDENT ON THE EFFORTS OF OUR EXECUTIVE
OFFICERS AND OUR BUSINESS MAY BE DISRUPTED IF WE LOSE THEIR SERVICES.

Our future success depends substantially on the continued services of our
current officers and directors If one or more of our executive officers is
unable or unwilling to continue in their present positions, we may not be able
to replace them readily, if at all. At this time we do not know what, if any,
adverse effect there will be on our operations as a result of the recent
resignation of Mr. Stanley.

WE WILL REQUIRE SIGNIFICANT CAPITAL TO EXECUTE OUR BUSINESS PLAN.

We can only implement our business plan with a significant cash infusion. There
is no commitment for either equity or debt financing from any source. Even if
financing was available, there can be no assurance that it would be made
available on acceptable terms.

WE FACE COMPETITION FROM BETTER CAPITALIZED COMPANIES.

Even assuming that we are able to secure financing, we will in all likelihood
face competition from companies with significantly greater assets than ours.
These companies will make it extremely difficult for us to compete in the
financial and real estate markets.

                                       15
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

Exhibit
Number                            Description
-------  -----------------------------------------------------------------------

31.1 *   Certification of the Chief Executive 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.

32.2 *   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.

* Filed herewith

                                       16
<PAGE>

                       WORLD MORTGAGE EXCHANGE GROUP, INC.
                          (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.

                                        World Mortgage Exchange Group, Inc


Date:  November 16, 2009                By: /s/Ron Reeser
                                            -------------
                                        Ron Reeser
                                        Chief Executive Officer


Date:  November 16, 2009                By: /s/ Brian James
                                            ---------------
                                        Brian James
                                        Chief Financial Officer and
                                        Principal Accounting Officer

                                       17