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

                                   Form 10-QSB

(Mark One)

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

                    For the quarter ended September 30, 2007

[ ]   TRANSITION REPORT PURSUANT TO 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 charter)


                Florida                                76-0835007
                -------                                ----------
    (State or other jurisdiction of            (I.R.S. Employer I.D. No.)
     incorporation or organization)


                              1000 WEST AVE., PH 19
                                 MIAMI, FL 33139
                              ---------------------
                    (Address of principal executive offices)


                                 (305) 407-9052
                                 --------------
                (Issuer's telephone number, including area code)


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ]  No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,007,534 shares at November 8, 2007

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]

<PAGE>

                             POP STARZ RECORDS, INC.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

                                      INDEX
                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
           Balance Sheet (Unaudited) As of September 30, 2007 ..............   3
           Statements of Operations (Unaudited) For the Three and Nine
             Months Ended September 30, 2007 and 2006 and for the period
             from July 5, 2006 to September 30, 2007 .......................   4
           Statements of Cash Flows (Unaudited) For the Nine Months Ended
             September 30, 2007 and for the period from July 5, 2006 to
             September 30, 2007 ............................................   5
         Notes to Financial Statements (Unaudited) .........................   6
Item 2.  Management's Discussion and Analysis or Plan of Operation .........  15
Item 3.  Controls and Procedures ...........................................  19

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings .................................................  20
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  20
Item 3.  Default Upon Senior Securities ....................................  20
Item 4.  Submission of Matters to a Vote of Security Holders ...............  21
Item 5.  Other Information .................................................  21
Item 6.  Exhibits ..........................................................  21

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this quarterly report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to increase our revenues,
develop our brands, implement our strategic initiatives, economic, political and
market conditions and fluctuations, government and industry regulation, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control.

You should consider the areas of risk described in connection with any
forward-looking statements that may be made in our annual report as filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this quarterly
report in its entirety, Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this quarterly report,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.

When used in this quarterly report, the terms the "Company," "we," and "us"
refers to Pop Starz Records, Inc., a Florida Corporation.

                                      - 2 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               September 30, 2007
                               ------------------
                                   (Unaudited)

                                     ASSETS
                                     ------

Current Assets:
  Cash ...........................................................    $      46
  Prepaid expenses ...............................................      299,716
                                                                      ---------

Total Current Assets .............................................      299,762

Property and equipment, net of accumulated depreciation of $210 ..        2,309

Intangible asset, net of accumulated amortization of $3,971 ......        6,617
                                                                      ---------

TOTAL ASSETS .....................................................    $ 308,688
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:
  Accounts payable ...............................................    $     468
  Accrued expenses ...............................................        2,270
  Due to related party ...........................................      369,362
                                                                      ---------

TOTAL CURRENT LIABILITIES ........................................      372,100
                                                                      ---------

Commitments and contingencies

STOCKHOLDERS' DEFICIT:
  Common stock ($0.01 par value, 100,000,000 shares authorized,
    authorized, 9,896,534 shares issued and outstanding) .........       98,965
  Additional paid-in capital .....................................      170,330
  Deficit accumulated during development stage ...................     (332,707)
                                                                      ---------

TOTAL STOCKHOLDERS' DEFICIT ......................................      (63,412)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ......................    $ 308,688
                                                                      =========

            See accompanying notes to unaudited financial statements

                                      - 3 -
<PAGE>
<TABLE>
                                            POP STARZ RECORDS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENTS OF OPERATIONS
                                            ------------------------
                                                  (Unaudited)
<CAPTION>
                                                                                   FOR THE          FOR THE
                                                                                 PERIOD FROM      PERIOD FROM
                                                FOR THE THREE   FOR THE NINE     JULY 5, 2006     JULY 5, 2006
                                                MONTHS ENDED    MONTHS ENDED    (INCEPTION) TO   (INCEPTION) TO
                                                SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                    2007            2007             2006             2007
                                                -------------   -------------   --------------   --------------
<S>                                              <C>             <C>             <C>              <C>
REVENUES ....................................    $         -     $         -     $         -      $         -
                                                 -----------     -----------     -----------      -----------

OPERATING EXPENSES
  Compensation ..............................         77,528         168,963               -          187,263
  Rent - related party ......................          9,000          27,000               -           27,000
  Professional fees .........................          6,871          66,904               -           71,622
  Other selling, general and administrative .          6,940          34,986               -           38,606
                                                 -----------     -----------     -----------      -----------

Total Operating Expenses ....................        100,339         297,853               -          324,491
                                                 -----------     -----------     -----------      -----------

LOSS FROM OPERATIONS ........................       (100,339)       (297,853)              -         (324,491)

OTHER EXPENSES
  Interest expense - related party ..........         (3,380)         (8,216)              -           (8,216)
                                                 -----------     -----------     -----------      -----------

NET LOSS ....................................    $  (103,719)    $  (306,069)    $         -      $  (332,707)
                                                 ===========     ===========     ===========      ===========

NET LOSS PER SHARE - BASIC AND DILUTED ......    $     (0.01)    $     (0.04)    $         -      $     (0.05)
                                                 ===========     ===========     ===========      ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  DURING THE PERIOD - BASIC AND DILUTED .....      8,021,082       7,107,598       6,000,000        6,672,350
                                                 ===========     ===========     ===========      ===========

                            See accompanying notes to unaudited financial statements

                                                     - 4 -
</TABLE>
<PAGE>
<TABLE>
                                    POPS STARZ RECORDS, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF CASH FLOWS
                                    ------------------------
                                          (Unaudited)
<CAPTION>
                                                                                    FOR THE
                                                                                  PERIOD FROM
                                                              FOR THE NINE        JULY 5, 2006
                                                              MONTHS ENDED       (INCEPTION) TO
                                                              SEPTEMBER 30,       SEPTEMBER 30,
                                                                  2007                2007
                                                              -------------      --------------
<S>                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..............................................         $(306,069)         $(332,707)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Amortization .....................................             3,971              3,971
     Depreciation .....................................               210                210
     Stock-based compensation .........................            10,602             10,902
Changes in operating assets and liabilities:
  Prepaid expenses ....................................            68,284             68,284
  Accounts payable ....................................               468                468
  Accrued expenses ....................................             6,520              8,270
  Accrued compensation - related parties ..............             8,000             26,000
  Accrued interest - related party ....................             8,216              8,216
                                                                ---------          ---------
     Net Cash Used In Operating Activities ............          (199,798)          (206,386)
                                                                ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment ..................            (2,519)            (2,519)
  Cash paid for acquisition of intangible asset .......                 -            (10,000)
                                                                ---------          ---------
     Net Cash Used in Investing Activities ............            (2,519)           (12,519)
                                                                ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances ................            10,428             10,428
  Repayments on related party advances ................            (1,986)            (1,986)
  Proceeds from notes payable - related party .........            60,477            150,509
  Proceeds from sale of common stock - related party ..                 -             60,000
                                                                ---------          ---------
     Net Cash Provided By Financing Activities ........            68,919            218,951
                                                                ---------          ---------

Net Increase (Decrease) in Cash .......................          (133,398)                46

Cash - Beginning of Period ............................           133,444                  -
                                                                ---------          ---------

Cash - End of Period ..................................         $      46          $      46
                                                                =========          =========

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
  Income Taxes ........................................         $       -          $       -
                                                                =========          =========
  Interest ............................................         $       -          $       -
                                                                =========          =========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued in connection with acquisition of
   intangible asset ...................................         $       -          $     588
                                                                =========          =========
  Common stock issued in exchange for accrued
   compensation - related party .......................         $  26,000          $  26,000
                                                                =========          =========
  Common stock issued for debt and accrued expenses ...         $ 171,805          $ 171,805
                                                                =========          =========

                    See accompanying notes to unaudited financial statements

                                             - 5 -
</TABLE>
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION 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 is engaged in the business of developing, producing,
licensing, acquiring and distributing recorded music, primarily in the popular
Hip Hop and Pop genres. In the future, the Company intends to branch into other
popular music styles as opportunities are developed.

Through June 29, 2007, the Company was a majority-owned subsidiary of Pop Starz,
Inc. Effective at the close of business on 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 (1) registered share
for every ten (10) shares of Pop Starz, Inc. beneficially owned as of the record
date.

BASIS OF PRESENTATION

The accompanying unaudited 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. 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. For further information, refer
to the audited financial statements and footnotes of the Company for the year
ending December 31, 2006 included in the Company's Form SB-2.

DEVELOPMENT STAGE

The Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include
acquisition of debt and equity-based financing, related party debt financing,
acquisition and creation of intellectual properties and certain research and
development activities to improve current technological concepts. As the Company
is devoting its efforts to research and development, there has been no revenue
generated from sales, license fees or royalties.

USE OF ESTIMATES

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

Significant estimates in 2007 and 2006 included the valuation of stock in
connection with the acquisition of an intangible asset, stock issued for
services and stock issued to settle outstanding debt.

                                      - 6 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

CASH

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, 2007, the Company had
no cash equivalents.

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 accrued expenses and
amounts due to related party approximates its fair market value based on the
short-term maturity of these instruments.

INTANGIBLES AND OTHER LONG-LIVED ASSETS

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

There were no impairment charges taken during the three and nine months ended
September 30, 2007, the period from July 5, 2006 (inception) to September 30,
2006 or for the period from July 5, 2006 (inception) to September 30, 2007.

NET LOSS PER SHARE

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

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".

                                      - 7 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

REVENUE RECOGNITION

The Company will follow the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
will record revenue when persuasive evidence of an arrangement exists, services
have been rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectability is reasonably assured. The
Company will net sales discounts against related revenues.

During the three and nine months ended September 30, 2007, for the period from
July 5, 2006 (inception) to September 30, 2006 or for the period from July 5,
2006 (inception) to September 30, 2007 the Company did not have any revenues.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements." SFAS 157 clarifies the principle that fair value should be based
on the assumptions that market participants would use when pricing an asset or
liability. Additionally, it establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The Company does not expect the adoption of SFAS 157 to have a material impact
on their financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"), "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106, and 132(R)." SFAS 158 requires
employers to recognize the underfunded or overfunded status of a defined benefit
postretirement plan as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through accumulated other comprehensive income. Additionally, SFAS
158 requires employers to measure the funded status of a plan as of the date of
its year-end statement of financial position. The new reporting requirements and
related new footnote disclosure rules of SFAS 158 are effective for fiscal years
ending after December 15, 2006. The new measurement date requirement applies for
fiscal years ending after December 15, 2008. The Company does not expect the
adoption of SFAS 158 to have a material impact on their financial position,
results of operations or cash flows.

In September 2006, the U.S. Securities and Exchange Commission (the "SEC")
issued Staff Accounting Bulletin ("SAB No. 108"), which expresses the views of
the SEC staff regarding the process of quantifying financial statement
misstatements. SAB No. 108 provides guidance on the consideration of the effects
of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. The guidance of this SAB is effective for
annual financial statements covering the first fiscal year ending after November
15, 2006, which is December 31, 2006 for the Company. SAB No. 108 did not have
an impact on the Company's financial position, results of operations or cash
flows.

                                      - 8 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings. The decision to elect the fair value options is
determined on an instrument-by-instrument basis should be applied to an entire
instrument, and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. We
are currently analyzing the potential impact of adoption of SFAS No. 159 on our
financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the financial statements upon
adoption.

NOTE 2 - ACQUISITION OF INTANGIBLE ASSET

On December 21, 2006, the Company entered into an Asset Purchase Agreement (the
"Agreement") with eMotion Music, LLC, a Florida Limited Liability Company
("eMotion") whereby the Company acquired all of eMotion's assets. Upon the terms
and subject to the conditions of the Agreement, the Company agreed to acquire
from eMotion all right, title, and interest of eMotion in (i) a digital
distribution agreement, (ii) current artist license agreement with artist
professionally known as "Big Lou", and (iii) 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.

The aggregate purchase price for these assets was $10,588 of which $10,000 was
paid in cash at closing and the issuance of 58,779 shares of the Company's
common stock valued at $.01 per share or $588 based upon the recent
cash-offering price (See Note 5). For the nine months ended September 30, 2007,
amortization of intangible assets amounted to $3,971.

NOTE 3 - COMMITMENTS

(A) EMPLOYMENT AGREEMENTS - OFFICERS

On April 20, 2007 and effective May 1, 2007, the Company executed an employment
agreement with its President, which provides for a cash compensation of (1)
$5,000 per month until such time as the Company receives its registration
clearance from the SEC (2) $6,000 per month thereafter, until such time as the
Company receives clearance to commence trading of its stock, and (3) $7,000 per
month thereafter. Upon clearance to commence trading of the Company's common
stock, the president will receive a bonus of $2,500. This Employment Agreement
is "at will," and both parties agree that this agreement may be terminated by
either party upon two week's written notice. Additionally, on May 1, 2007, the
President received a signing bonus of 3,000,000 common shares having a fair
value of $348,000 ($0.116 per share) of Pop Starz, Inc., the Company's majority
owner. These shares are subject to forfeiture on a pro-rata basis over a 36
month period.

                                      - 9 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

On April 1, 2007, the Company entered into a new employment agreement with its
Vice President, Director of music superseding the November 17th employment
agreement. Terms of the agreement provide for (1) Compensation of $3,000 per
month; (2) 50% of what the Company would pay an unrelated third party for any
songs written or produced; (3) One year anniversary will provide $10,000 worth
of common stock based upon a formula. Additionally, on April 1, 2007 and
effective January 1, 2007, the Vice-President received a signing bonus of
150,000 common shares of Pop Starz, Inc., the Company's majority owner. These
shares are subject to forfeiture on a pro-rata basis upon completion of its
first year. The shares were valued at $15,000 ($0.10/share) based upon the
quoted closing trading price of Pop Starz, Inc.'s common stock on the grant
date. On September 14, 2007, this employment agreement was terminated. In
connection with this termination, the Company agreed that the 150,000 shares
issued to this employee were earned and the entire $15,000 was charged to
operations during the nine months ended September 30, 2007.

For the nine months ended September 30, 2007 as well as for the period from July
5, 2006 (inception) to September 30, 2007, amortization of stock-based
compensation paid by the issuance of Pop Starz, Inc.'s common shares was
$68,333. As of September 30, 2007, the total future stock-based compensation
expense related to the issuance of Pop Starz, Inc.'s common shares and
forfeitable on a pro-rata basis amounted to $299,667 and is shown as prepaid
expenses on the accompanying balance sheet.

(B) EMPLOYMENT AGREEMENT - DIRECTOR

Effective January 1, 2007, the Company executed a Directors' Agreement with its
Vice President to serve as a director of the Company and shall continue until
January 1, 2010 unless earlier terminated as defined in this agreement. This
agreement was terminated in May 2007.

Effective May 1, 2007, the Company executed Directors' Agreements with its
President and its former Vice President, Director of Music to serve as directors
of the Company and shall continue until May 1, 2010 unless earlier terminated as
defined in these agreements. Pursuant to the director's agreements, the
compensation for services as a member of the Company's board of directors and
committees, as follows:

      1. For basic service as a member of the board of directors, 5,000 common
         shares per month, which shall be deemed earned on the last day of the
         month served.

      2. For service, as chairman of any committee, 2,500 common shares per
         month, which shall be deemed earned on the last day of the month
         served.

      3. For service, on any other committee an additional 1,250 common shares
         per month, which shall be deemed earned on the last day of the month
         served.

                                     - 10 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

NOTE 4 - RELATED PARTY TRANSACTIONS

(A) NOTES PAYABLE - RELATED PARTIES

During 2006, the Company received working capital from Pop Starz, Inc., the
Company's parent through June 29, 2007 aggregating $150,032. Of the total,
$60,000 was used to purchase 6,000,000 shares of common stock (See Note 5). The
remaining $90,032 was evidenced by two notes payable. One dated October 31, 2006
for $15,000 and the second dated December 29, 2006 for $75,032. In June 2007,
the Company entered into two additional notes payable in the aggregate amount of
$20,000. Additionally, during the three months ended September 30, 2007, the
Company borrowed $40,477 from this related party. Each note bears interest at
10% and is secured by all assets of the Company. On September 30, 2007, the
Company issued an aggregate of 1,587,250 shares of its common stock to Pop
Starz, Inc. for debt and accrued interest payable of $150,509 and $8,216,
respectively (See Note 5).

During the nine months ended September 30, 2007, the Company received working
capital advances from Michelle Tucker and Tucker Family Spendthrift Trust,
affiliates of the Company, amounting to $5,600 and $1,480, respectively. On
September 30, 2007, the Company issued an aggregate of 70,799 shares of its
common stock to these related parties for debt of $7,080 (See Note 5).

For the nine months ended September 30, 2007, interest expense to related
parties amounted to $8,216 (See Note 5)

These related party notes and advances represent a 100% concentration of debt
financing at September 30, 2007.

(B) OTHER

On July 5, 2006, the Company entered into a month to month employment agreement
with its former President (and current President of Pop Starz, Inc.) for $3,000
per month. In connection with this employment agreement, for the nine months
ended September 30, 2007, the Company incurred compensation expense of $27,000.
On May 8, 2007, the Company converted $18,000 of accrued salary into 1,800,000
shares of the Company's common stock. Additionally, on September 30, 2007, the
Company converted $4,000 of accrued salary into 40,000 shares of the Company's
common stock (See Note 5).

In January 2007, the Company entered into a month-to-month employment agreement
with its interim president. Compensation is $3,000 per month. This individual is
related to Pop Starz, Inc.'s CEO. In connection with this employment agreement
which was terminated in February 2007, for the nine months ended September 30,
2007, the Company incurred compensation expense of $4,000. On September 30,
2007, the Company converted $4,000 of accrued salary into 40,000 shares of the
Company's common stock (See Note 5).

                                     - 11 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

On January 1, 2007, Pop Starz., Inc. entered into an agreement with Tucker
Family Spendthrift Trust, a related party, to rent office space. Pursuant to the
terms of this month-to-month agreement, the lease is assignable to any
subsidiary or entity under common control. Pop Starz Records, Inc. uses this
space and pays $3,000 per month. For the nine months ended September 30, 2007,
rent expense incurred to this related party amounted to $27,000. At September
30, 2007, the Company converted $6,000 of accrued rent into 60,000 shares of the
Company's common stock (see note 5).

NOTE 5 - STOCKHOLDERS' DEFICIT

On July 5, 2006, the Company issued 6,000,000 shares of common stock to Pop
Starz, Inc., its parent through June 29, 2007 for net proceeds of $60,000 or
$0.01 per share. (See Notes 4)

On December 5, 2006, the Company issued 58,779 shares of common stock having a
fair value of $588 ($0.01/share) in connection with the acquisition of certain
assets. (See Note 2)

On December 31, 2006, the Company issued 30,000 shares of common stock to a
director for director's fees. The Company valued these shares at fair value of
$.01 per share based on a recent cash offering price. Accordingly, the Company
recorded stock-based compensation of $300.

On May 8, 2007, the Company issued 1,800,000 shares of its common stock having a
fair value of $0.01 per share based upon the Company's recent cash offering
price, in exchange for accrued compensation of $18,000 (See Note 4 (B)).

On May 8, 2007, the Company issued 55,200 shares of common stock having a fair
value of $0.01 per share based upon the Company's recent cash offering price, in
exchange for legal services rendered valued at $552.

On May 8, 2007, the Company issued 20,000 shares of common stock having a fair
value of $0.01 per share based upon the Company's recent cash offering price to
a director for director's fees. The Company recorded stock-based compensation of
$200.

On May 8, 2007, the Company issued 10,000 shares of common stock having a fair
value of $0.01 per share based upon the Company's recent cash offering price to
its former president for services rendered. The Company recorded stock-based
compensation of $100.

On May 31, 2007, the Company issued an aggregate 15,000 shares of common stock
as compensation to its CEO, CFO and Director for services rendered having a fair
value of $150 ($0.01/share). Fair value was based upon the Company's recent cash
offering price.

On June 30, 2007, the Company issued an aggregate 15,000 shares of common stock
as compensation to its CEO, CFO and Director for services rendered having a fair
value of $150 ($0.01/share). Fair value was based upon the Company's recent cash
offering price.

On July 12, 2007, the Company issued 2,606 shares of common stock for legal fees
rendered having a fair value of $260 ($0.10/share). Fair value was based upon
the Company's estimated fair value of services rendered.

                                     - 12 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

During the three months ended September 30, 2007, the Company issued an
aggregate 45,000 shares of common stock as compensation to its CEO, CFO and
Director for services rendered having a fair value of $4,500 ($0.10/share). Fair
value was based upon the Company's estimated fair value of services rendered.

On September 30, 2007, the Company issued an aggregate of 1,587,250 shares of
its common stock to Pop Starz, Inc. for debt and accrued interest payable of
$150,509 and $8,216, respectively (See Note 4(A)). Additionally, the Company
issued an aggregate of 70,799 shares of its common stock to related parties for
debt of $7,080 (see Note 4 (A)).

On September 30, 2007, the Company issued 60,000 shares of its common stock to
Tucker Family Spendthrift Trust for accrued rent of $6,000 (see Note 4(B)).

On September 30, 2007, the Company issued 126,900 shares of its common stock
having a fair value of $0.10 per share in exchange for accrued compensation of
$12,690 (See Note 4(B)).

NOTE 6 - CONTINGENCIES

Litigation

Morgan Nicole Hayes p/k/a Morgan Hayes and Janice Tierney vs. Pop Starz Records,
Inc. a Florida Corporation - Case No, 07014786, Broward County, Florida
--------------------------------------------------------------------------------

In connection with an exclusive agreement entered into by Morgan Hayes, Janice
Tierney and the Company, Morgan Hayes filed a civil action against the Company
in June 2007 seeking declaratory relief under Florida Statute, and to void the
contract due to Morgan Hayes being a minor. The civil action has proceeded
through preliminary motions, including Hayes' Motion for Summary Judgment. The
court ruled for the Company in part and Hayes in part - the financial claims of
the Company will continue while the court confirmed that the recording services
portion of the contract will not continue to be effective. On November 9, 2007,
the Company agreed to accept an offer of judgment for a sum to be paid to the
Company with respect to the pending litigation matter concerning Morgan Hayes.
The Company's management believes that settling this matter will avoid the
further expense of the litigation process and the unpredictability of the
eventual outcome of the case. The Company believes that this course of action
will serve the best interests of the Company in relation to the case and the
business operations of the Company. The resolution of the case will recover, in
part, funds expended in connection with the operation of the Company.

NOTE 7 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $306,069 and net cash used in operations of $199,798 for the nine months
ended September 30, 2007 and a working capital deficit of $72,338, a deficit
accumulated during the development stage of $332,707 and a stockholders' deficit
of $63,412 at September 30, 2007. In addition, the Company is in the development
stage and has not yet generated any revenues. The ability of the Company to
continue as a going concern is dependent on the Company's ability to further
implement its business plan and to continue to raise funds through debt or
equity raises. The Company may also need to execute an acquisition of one or
more companies in similar industries. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.

                                     - 13 -
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

NOTE 8 - SUBSEQUENT EVENTS

On October 31, 2007, the Company issued 15,000 shares of its common stock to
officers and directors for services rendered. The Company valued these shares at
fair value of $.10 per share based on a recent debt conversion. Accordingly, the
Company recorded stock-based compensation of $1,500.

On November 8, 2007, the Company issued an aggregate of 16,000 shares of its
common stock to Pop Starz, Inc. for debt of $1,600. Additionally, the Company
issued an aggregate of 80,000 shares of its common stock to related parties for
debt of $8,000.

                                     - 14 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

The following discussion of the financial condition and results of operation of
Pop Starz Records, Inc. ("PSR") should be read in conjunction with the financial
statements and the notes to those statements included herein. This discussion
includes forward-looking statements that involve risk and uncertainties. As a
result of many factors, such as those set forth under "Risk Factors", actual
results may differ materially from those anticipated in the forward-looking
statements.

Our results of operations could differ materially from those projected in the
forward-looking statements as a result of numerous factors, including, but not
limited to, the following: the risk of significant natural disaster, the
inability of PSR to insure against certain risks, inflationary and deflationary
conditions and cycles, competition and pricing, changes in external competitive
market factors, termination of certain agreements, protocol, or inability to
enter into strategic agreements, inability to satisfy anticipated working
capital or other cash shortage requirements, changes in or developments under
domestic or foreign laws, regulations, or changes in PSR's business strategy or
an inability to execute its strategy due to unanticipated changes in the market.
In light of these risks and uncertainties, there can be no assurance that actual
results, performance or achievements of PSR will not differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. For purposes of the following discussion and
analysis, references to "we", "our", "us" refers to PSR.

CURRENT BUSINESS OPERATIONS

Over the next twelve months, our company planned to complete its work on and
begin to market Morgan Hayes' first CD, However, on May 21, 2007, we received
formal notice from counsel for Miss Hayes that she wishes to void the contract
on grounds she is a minor. Recently, the court confirmed that the recording
services portion of this contract will not continue to be in force.

We hope to begin recording with several new artists during the next 6 months. We
will also continue our research and development efforts to stay abreast of, and
anticipate new trends in, the recorded music industry.

On July 24, 2007, we signed a consulting agreement with Pop Starz Productions,
Inc. ("PSP"), a Florida Corporation. PSP was formed for the purpose of producing
a live entertainment competition to be taped and/or filmed for distribution by
television and/or internet .The Company will advise PSP with respect to its
activities in its production and promotion of live and recorded entertainment
events and programs and will advice PSP on other business development and
corporate matters. Under the terms of the agreement, the Company shall earn a
base compensation of $45,000.

We estimate that we will need additional funding within the next six to twelve
months. We will need to raise additional funds, either through loans from Pop
Starz, Inc. or other debt source, or its affiliates, or through sales of our
company's common stock. No assurances can be provided, however, that such
additional funding will be available.

As our operations grow, we will probably need one or two additional employees in
the next year. Much of what our company does, such as the recording, production
and distribution of our artists' music, is accomplished through third-party
arrangements in an effort to keep overhead low.

                                     - 15 -
<PAGE>

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2007

Our business began on July 5, 2006 and had minimal financial transaction prior
to September 30, 2007. Accordingly, no comparisons exist for the prior period.

OPERATING EXPENSES

Total operating expenses for the nine months ended September 30, 2007 were
$297,583 and consisted of the following:

                                              2007
                                              ----

Compensation (1) ........................   $168,963
Rent - related party ....................     27,000
Professional fees .......................     66,904
Other selling, general and administrative     34,986
                                            --------

Total ...................................   $297,853
                                            ========

  (1) For the nine months ended September 30, 2007, as a component of
      compensation, we recorded stock-based compensation related to the issuance
      of Pop Starz, Inc.'s common shares, a majority shareholder of the Company,
      of $68,234. Additionally, we issued shares to directors and officers and
      recorded stock-based compensation of $10,602.

LOSS FROM OPERATIONS

We reported a loss from operations of $297,853 for the nine months ended
September 30, 2007.

OTHER EXPENSE

For the nine months ended September 30, 2007, interest expense amounted to
$8,216 and was attributable to related party debt. The related debt of $150,509
and interest of $8,216 was converted in exchange for common stock.

NET LOSS

As a result of these factors, we reported a net loss of $306,069 for the nine
months ended September 30, 2007. This translates to basic and diluted net loss
per common share of $0.04 for the nine months ended September 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations and otherwise operate on an
ongoing basis.

At September 30, 2007, we had a cash balance of $46.

Our working capital deficit was $72,338 at September 30, 2007. We have been
funding our operation though loans from Pop Starz, Inc., a majority shareholder,
and other related parties.

                                     - 16 -
<PAGE>

Our balance sheet at September 30, 2007 reflects an amount due to Pop Starz,
Inc. and primarily relates to the issuance of Pop Starz Inc.'s common stock on
behalf of the Company.

We currently have no material commitments for capital expenditures. Other than
working capital and loans from related parties, we presently have no other
alternative source of working capital. We may not have sufficient working
capital to fund the expansion of our operations and to provide working capital
necessary for our ongoing operations and obligations. We will need to raise
additional working capital. We may seek to raise additional capital through the
sale of equity securities. No assurances can be given that we will be successful
in obtaining additional capital, or that such capital will be available in terms
acceptable to our company. At this time, we have no commitments or plans to
obtain additional capital.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based on our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities and expenses.
On an ongoing basis, we evaluate our estimates and judgments, including those
related to accrued expenses, fair valuation of stock related to stock-based
compensation and the useful life of property and equipment and intangibles. We
based our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. The cost of repairs and maintenance
is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", the Company examines the possibility of decreases in the
value of fixed assets when events or changes in circumstances reflect the fact
that their recorded value may not be recoverable. Depreciation is calculated on
a straight-line basis over the estimated useful lives of the assets.

INTANGIBLES AND OTHER LONG-LIVED ASSETS

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

                                     - 17 -
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements." SFAS 157 clarifies the principle that fair value should be based
on the assumptions that market participants would use when pricing an asset or
liability. Additionally, it establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The Company does not expect the adoption of SFAS 157 to have a material impact
on their financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"), "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106, and 132(R)." SFAS 158 requires
employers to recognize the underfunded or overfunded status of a defined benefit
postretirement plan as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through accumulated other comprehensive income. Additionally, SFAS
158 requires employers to measure the funded status of a plan as of the date of
its year-end statement of financial position. The new reporting requirements and
related new footnote disclosure rules of SFAS 158 are effective for fiscal years
ending after December 15, 2006. The new measurement date requirement applies for
fiscal years ending after December 15, 2008. The Company does not expect the
adoption of SFAS 158 to have a material impact on their financial position,
results of operations or cash flows.

In September 2006, the U.S. Securities and Exchange Commission (the "SEC")
issued Staff Accounting Bulletin ("SAB No. 108"), which expresses the views of
the SEC staff regarding the process of quantifying financial statement
misstatements. SAB No. 108 provides guidance on the consideration of the effects
of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. The guidance of this SAB is effective for
annual financial statements covering the first fiscal year ending after November
15, 2006, which is December 31, 2006 for the Company. SAB No. 108 did not have
an impact on the Company's financial position, results of operations or cash
flows.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings. The decision to elect the fair value options is
determined on an instrument-by-instrument basis should be applied to an entire
instrument, and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. We
are currently analyzing the potential impact of adoption of SFAS No. 159 on our
financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the financial statements upon
adoption.

                                     - 18 -
<PAGE>

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this Registration Statement, 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.  CONTROLS AND PROCEDURES

Our Chief Executive Officer and Principal Financial and Accounting Officer, is
responsible for establishing and maintaining disclosure controls and procedures
for us. Based on such officers' evaluation of these controls and procedures our
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in this Quarterly Report is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.

Our management does not expect that our disclosure controls or our internal
controls will prevent all error and fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. In addition, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people or by management override of the control. The design of any systems of
controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time,
control may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of these
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.

There have been no changes in our internal control over financial reporting
during our quarterly period ended September 30, 2007 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

                                     - 19 -
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Morgan Nicole Hayes p/k/a Morgan Hayes and Janice Tierney vs. Pop Starz Records,
Inc. a Florida Corporation - Case No, 07014786, Broward County, Florida
--------------------------------------------------------------------------------

In connection with an exclusive agreement entered into by Morgan Hayes, Janice
Tierney and the Company, Morgan Hayes filed a civil action against the Company
in June 2007 seeking declaratory relief under Florida Statute, and to void the
contract due to Morgan Hayes being a minor. The civil action has proceeded
through preliminary motions, including Hayes' Motion for Summary Judgment. The
court ruled for us in part and Hayes in part - our financial claims will
continue while the court confirmed that the recording services portion of the
contract will not continue to be effective. On November 9, 2007, we agreed to
accept an offer of judgment for a sum to be paid to us with respect to the
pending litigation matter concerning Morgan Hayes. Our management believes that
settling this matter will avoid the further expense of the litigation process
and the unpredictability of the eventual outcome of the case. We believe that
this course of action will serve the best interests of the Company in relation
to the case and the business operations of the Company. The resolution of the
case will recover, in part, funds expended in connection with the operation of
the Company.

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

During the three months ended September 30, 2007, we issued an aggregate 45,000
shares of common stock as compensation to its CEO, CFO and Director for services
rendered having a fair value of $4,500 ($0.10/share). Fair value was based upon
the Company's estimated fair of services rendered.

On September 30, 2007, we issued an aggregate of 1,587,250 shares of our common
stock to Pop Starz, Inc. for debt and accrued interest payable of $150,509 and
$8,216, respectively. Additionally, we issued an aggregate of 70,799 shares of
our common stock to related parties for debt of $7,080.

On September 30, 2007, we issued 60,000 shares of our common stock to Tucker
Family Spendthrift Trust for accrued rent of $6,000.

On September 30, 2007, we issued 126,900 shares of our common stock having a
fair value of $0.10 per share in exchange for accrued compensation of $12,690.

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.

                                     - 20 -
<PAGE>

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

         None

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS.

31.1     Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2     Rule 13a-14(a)/15d-14(a) certificate of Principal Financial Officer
32.1     Section 1350 certification of Chief Executive Officer
32.2     Section 1350 certification of Principal Accounting Officer



                                   SIGNATURES

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

                                        Pop Starz Records, Inc.

Date:  November 13, 2007                By: /s/ Jonathan D. Greene
                                            ----------------------
                                        Jonathan D. Greene
                                        Chief Executive Officer

Date:  November 13, 2007                By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and
                                        Principal Accounting Officer

                                     - 21 -