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

                                    FORM 10-Q

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

      For the quarterly period ended: MARCH 31, 2009

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

      For the transition period from _________ to __________

                       COMMISSION FILE NUMBER: 333-142907

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

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

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

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

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

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated file"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer |_|                        Accelerated filer |_|
Non-accelerated filer |_|                          Smaller reporting company |_|
(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 April 20, 2009 the Company had authorized 100,000,000 shares of $.01 par
value common stock of which 16,704,862 shares of common stock were issued and
outstanding.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                                       March 31,    December 31,
                                                          2009          2008
                                                       ---------    ------------

                                     ASSETS

Current Assets:
   Cash and cash equivalents ......................    $   2,500    $         -
                                                       ---------    -----------

      Total Assets ................................    $   2,500    $         -
                                                       =========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Accounts payable ...............................    $   2,589    $         -
   Accrued compensation-related party .............        2,120          3,450
   Due to related parties .........................            -          1,614
                                                       ---------    -----------

      Total Liabilities ...........................        4,709          5,064
                                                       ---------    -----------

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

Stockholders' Deficit:
   Common stock, $.01 par value 100,000,000 shares
      authorized 16,704,862 and 14,154,243 shares
      issued and outstanding ......................      167,048        141,542
   Additional paid in capital .....................      534,892        533,592
   Deficit accumulated during the development stage     (704,149)      (680,198)
                                                       ---------    -----------
      Total Stockholders' Deficit .................       (2,209)        (5,064)
                                                       ---------    -----------
      Total Liabilities and Stockholders' Deficit .    $   2,500    $         -
                                                       =========    ===========

    See Accompanying Notes to the Unaudited Consolidated Financial Statements

                                        2
<PAGE>
<TABLE>
                          POP STARZ RECORDS, INC AND SUBSIDIARIES
                               (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF OPERATIONS
<CAPTION>
                                                                       For the period from
                                                                           July 5, 2006
                                        For the Three Months Ended         (Inception)
                                                 March 31,                to March 31,
                                           2009            2008               2009
                                       ------------    ------------    -------------------
<S>                                    <C>             <C>                <C>
Operating expenses
   General and administrative ......   $     23,951    $    114,644       $    684,715
                                       ------------    ------------       ------------
Total operating expenses ...........         23,951         114,644            684,715

Loss from Operations ...............        (23,951)       (114,644)          (684,715)

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

Net loss from continuing operations         (23,951)       (114,644)          (699,449)

Discontinued operations ............              -               -             (4,700)
                                       ------------    ------------       ------------

Net Loss ...........................   $    (23,951)   $   (114,644)      $   (704,149)
                                       ============    ============       ============

Net Loss per Share-Basic and Diluted   $      (0.00)   $      (0.01)      $      (0.07)
                                       ============    ============       ============

Weighted Average Number of Shares
   Outstanding during the Period-
     Basic and Diluted .............     14,734,276      10,813,040          9,690,302
                                       ============    ============       ============

    See Accompanying Notes to the Unaudited Consolidated Financial Statements

                                        3
</TABLE>
<PAGE>
<TABLE>
                                         POP STARZ RECORDS, INC AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                                 STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                        For the Period
                                                                             For the Three Months        July 5, 2006
                                                                                    Ended             (Date of Inception)
                                                                                   March 31,             to March 31,
                                                                               2009         2008             2009
                                                                            ---------    ---------    -------------------
<S>                                                                         <C>          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ................................................................   $ (23,951)   $(114,644)        $(704,149)
Adjustments to reconcile net loss to net cash
 used in operating activities:
   Amortization .........................................................           -            -             5,294
   Depreciation .........................................................           -          126               756
   Impairment loss ......................................................           -            -             5,294
   Stock issued for services ............................................         500            -             3,412
   Stock issued for services-related parties ............................       8,050       85,057           158,016
   Bad debt expense-related party .......................................           -        4,580                 -
   Accrued rent and rent expense paid through issuance of common stock ..       6,000            -            43,500
   Equity in loss of investment in affiliate ............................           -            -             4,278
   Loss on disposal of fixed assets .....................................           -            -             1,763
 Changes in Operating Assets and Liabilities
   Judgement receivable .................................................           -        5,500                 -
   Accounts payable .....................................................       2,589        2,003             2,589
   Accrued compensation-related parties .................................           -         (786)                -
                                                                            ---------    ---------         ---------
       Net Cash Used in Operating Activities ............................      (6,812)     (18,164)         (479,247)
                                                                            ---------    ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment ...............................................           -            -            (2,519)
    Investment in subsidiaries ..........................................           -            -           (51,579)
    Cash paid for acquisition of intangible asset .......................           -            -           (10,000)
                                                                            ---------    ---------         ---------
       Net Cash Used in Investing Activities ............................           -            -           (64,098)
                                                                            ---------    ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from related party advances ................................       9,312       30,560           281,752
    Repayments of related party advances ................................           -       (5,020)           (8,016)
    Proceeds from notes payable-related party ...........................           -            -           162,109
    Proceeds from convertible notes payable-related party ...............           -            -            45,300
    Proceeds from sale of common stock-related party ....................           -            -            64,700
                                                                            ---------    ---------         ---------
       Net Cash Provided by Financing Activities ........................       9,312       25,540           545,845
                                                                            ---------    ---------         ---------
Net Increase (Decrease) in Cash and Cash Equivalents ....................       2,500        7,376             2,500
                                                                            ---------    ---------         ---------
Cash at Beginning of Period .............................................           -           69                 -
                                                                            ---------    ---------         ---------
Cash at End of Period ...................................................   $   2,500    $   7,445         $   2,500
                                                                            =========    =========         =========
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 ....   $       -    $ 137,362         $ 411,667
                                                                            =========    =========         =========

                        See Accompanying Notes to the Unaudited Consolidated Financial Statements

                                                            4
</TABLE>
<PAGE>

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

NOTE 1 - BASIS OF PRESENTATION

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

The unaudited interim financial statements should be read in conjunction with
the Company's Annual Report on Form 10-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 March 31, 2009 are not necessarily indicative of the results for
the full fiscal year.

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

NATURE OF OPERATIONS

Pop Starz Records, Inc. (the "Company") is a Florida corporation incorporated on
July 5, 2006. The Company's original business purpose was to develop, produce,
license, acquire and distribute recorded music, primarily in the popular Hip Hop
and Pop genres through its subsidiaries.

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

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

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

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

In September, 2008, the Company announced its intention to spin off its
subsidiary Apollo through a stock dividend at the rate of one share of Apollo
for each share three shares of Pop Starz Records, Inc. The spin-off was
effective on October 3, 2008.

                                        5
<PAGE>

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

The Company has 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 has recorded a loss in the equity of Beta Music Group, Inc. equal to the
carrying value of the investment, as the Company's proportionate share of the
losses in Beta exceed the carrying value.

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

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

DEVELOPMENT STAGE

The Company's financial statements are presented as those of development stage
enterprise. Activities during the development stage primarily include related
party debt and equity-based financing, acquisition and creation of intellectual
properties and certain research and development activities to improve current
technological concepts. There have been no revenues generated from sales.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid instruments purchased with a maturity of three months or less and money
market accounts to be cash equivalents. At March 31, 2009, the Company had cash
and cash equivalents of $2,500.

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 months ended March 31, 2009 and 2008, and for the period from July
5, 2006 (inception) to March 31, 2009, respectively, the Company did not have
any outstanding dilutive securities.

                                        6
<PAGE>

                     POP STARZ RECORDS, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED 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, 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 September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which clarifies the principle that fair value should be based on the assumptions
that market participants would use when pricing an asset or liability. It also
defines fair value and established a hierarchy that prioritizes the information
used to develop assumptions. In February 2008, the FASB issued Financial Staff
Positions ("FSP") SFAS 157-2, Effective Date of FASB Statement No. 157 ("FSP
157-2"), which delays the effective date of SFAS No. 157, for all nonfinancial
assets and nonfinancial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). FSP 157-2 partially defers the effective date of SFAS 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of this FSP. FSP 157-2 was effective for
us beginning January 1, 2009. The adoption of those provisions of SFAS 157, for
which effectiveness was delayed by FSP 157-2, did not have a material impact on
our consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51" (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent's ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent's ownership interest while the

                                        7
<PAGE>

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

parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
adoption of SFAS No. 160 has not had a material impact on our financial
position, results of operations or cash flows.

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

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

NOTE 2 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $23,951 and net cash used in operations of $6,812 for the three months
ended March 31, 2009; and a working capital deficit of $2,209, a deficit
accumulated during the development stage of $704,149 and a stockholders' deficit
of $2,209 at March 31, 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

                                        8
<PAGE>

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

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 March 31, 2009, the authorized capital of the company consists of 100,000,000
shares of common stock with a par value of $.01. At March 31, 2009, there are
16,704,862 shares issued and outstanding.

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

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

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

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

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

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

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

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

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

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

                                        9
<PAGE>

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

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

During April 2009, a related party advanced the Company approximately $900.

                                       10
<PAGE>

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

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

FORWARD LOOKING STATEMENTS

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

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

Overview and history

Pop Starz Records, Inc. (the "Company", "PSR", "we", or "our") was incorporated
on July 5, 2006, under the laws of the State of Florida. We were then a wholly
owned subsidiary of Pop Starz, Inc., also a Florida corporation. Until June 29,
2007 we were a majority-owned subsidiary of Pop Starz, Inc. On June 29, 2007,
Pop Starz, Inc. distributed 4,905,200 shares of common stock (61.5%) of the
Company to all Pop Starz, Inc. common shareholders and those entitled to
dividends as if a common shareholder on the basis of one registered share for
every ten (10) shares of Pop Starz, Inc. beneficially owned on the Record Date,
June 29, 2007.

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

In April 25, 2007 we formed a subsidiary, Pop Starz Publishing Corp. a Florida
corporation. On June 24, 2008, we changed the name of the subsidiary to Apollo
Entertainment Group, Inc. ("Apollo"). On June 24, 2008, Apollo formed a
subsidiary Alpha Music Mfg Corp. ("Alpha") a Florida corporation. On October 3,
2008, the Company distributed 4,553,081 (76%) of the Company's common stock to
all Pop Starz Inc, common shareholders and those entitled to dividends as if a
common stock shareholder on the basis of one registered share for every three
(3) shares of Pop Starz, Inc. beneficially owned on the Record Date, September
30, 2008.

CURRENT BUSINESS STRATEGY

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

                                       11
<PAGE>

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

EFFECT OF STATUS AS A "SHELL" COMPANY

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

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

We did not generate any revenues from continuing operations during the three
months ended March 31, 2009 or 2008.

During the three months ended March 31, 2009 we incurred general and
administrative expenses totaling $23,951, as compared to $114,644 for the same
period in the prior year. The decrease in the current year was due primarily to
a decrease in compensation and other operating expenses.

Liquidity and Capital Resources

We have nominal assets. At of March 31, 2009 we had cash of $2,500. At December
31, 2008 we did not have any assets. The increase in our cash holdings was
attributable to an advance from a related party to pay expenses incurred in
relation to the filing of the Form 10K in March 2009.

Our operations to date have been funded by loans and capital contributions made
by our affiliates. Loans provided to the Company prior to the quarter March 31,
2009 have been converted into equity.

Our total current liabilities at March 31, 2009 were $4,709 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 $2,209. Unless we secure additional financing, of
which there can be no assurance, or begin to generate revenues in excess of
expenses, we may not be able to meet our obligations as they become due.

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

                                       12
<PAGE>

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

During the three months ended March 31, 2009, we used cash in operating
activities of $6,812 as compared to $18,164 for the three months ended March 31,
2008. During the 2009 period, we used cash to fund our net loss of $23,951
offset by non-cash items such as stock compensation of $10,500, and an increase
in accounts payable of $2,589 and other changes in operating assets and
liabilities.

During the three months ended March 31, 2009, we received net cash from
financing activities of $9,312 as compared to $25,540 for the three months ended
March 31, 2008.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

There are several accounting policies that we believe are significant to the
presentation of our financial statements and require management's most
difficult, complex or subjective judgments about matters that are inherently
uncertain. We believe our most critical accounting policies include (i) use of
estimates, which is described more fully above and (ii) the carrying values of
goodwill and other long-lived assets. Our significant accounting policies and
critical accounting estimates are disclosed more fully in our Annual Report on
Form 10-K for the year ended December 31, 2008. We do not believe there have
been significant changes to our critical accounting policies and estimates
subsequent to December 31, 2008.

RECENT ACCOUNTING PRONOUNCEMENTS

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

                                       13
<PAGE>

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

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

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

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

                                       14
<PAGE>

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

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors. The term "off-balance sheet arrangement" generally
means any transaction, agreement or other contractual arrangement to which an
entity unconsolidated with us is a party, under which we have: (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), as of the end of the period covered by this
Quarterly Report on Form 10-Q, the Company's management evaluated, with the
participation of the Company's principal executive and 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
her evaluation of these disclosure controls and procedures, the Company's
chairman of the board, chief executive and financial officer has 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,
including its consolidated subsidiaries, was made known to them by others within
those entities, 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 March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       15
<PAGE>

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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

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

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

During September 2008, we issued 60,000 shares of common stock to officers and
directors for services rendered, having a fair value of $10,500.

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None

                                       17
<PAGE>

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

ITEM 6. EXHIBITS.

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

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

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

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

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

10.1        Employment Agreement with Jonathon Green (1)

10.2        Employment Agreement with Francisco Del (1)

10.3        Independent Contractor agreement with Michelle Tucker (1)

10.4        Lease Agreement (1)

10.5        Standard director agreement (1)

10.6        Exclusive recording agreement (1)

14          Code of Business Conduct and Ethics (2)

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

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

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

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

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

(2) Filed as an exhibit to the Registrants Form 10-KSB for the year ended
    December 31, 2007, filed on March 31, 2008.

*   Filed herewith

                                       18
<PAGE>

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

                                   SIGNATURES

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

                                        Pop Starz Records, Inc.

Date:  April 29, 2009                   By: /s/ Michelle Tucker
                                            -------------------
                                        Michelle Tucker
                                        Chief Executive Officer

Date:  April 29, 2009                   By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and Principal
                                        Accounting Officer

                                       19