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

                                    Form 10-Q
(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 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)


                          150 E. Angeleno Ave., # 1426
                                Burbank, CA 91502
                          ----------------------------
                    (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)

Indicated 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. Yes [X] 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:

     Large accelerated filer  [ ]         Accelerated filer           [ ]
     Non-accelerated filer    [ ]         Smaller reporting company   [X]

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

Indicated the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 11,670,814 shares at May 12,
2008.

<PAGE>

                             POP STARZ RECORDS, INC.
                                    FORM 10-Q
                      QUARTERLY PERIOD ENDED MARCH 31, 2008

                                      INDEX                                 Page
PART I - FINANCIAL INFORMATION                                              ----
Item 1.  Financial Statements
         Balance Sheets - As of March 31, 2008 (Unaudited) and
            December 31, 2007 (Audited) ....................................   3
         Statements of Operations (Unaudited) -
            For the Three Months Ended March 31, 2008 and 2007
            and for the period from July 5, 2006 (inception)
            to March 31, 2008 ..............................................   4
         Statements of Cash Flows (Unaudited)
            For the Three Months Ended March 31, 2008 and 2007
            and for the period from July 5, 2006 (inception)
            to March 31, 2008 ..............................................   5
         Notes to Unaudited Financial Statements ...........................   6
Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations ............................  15
Item 4.  Controls and Procedures ...........................................  19

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings .................................................  21
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  21
Item 3.  Default Upon Senior Securities ....................................  21
Item 4.  Submission of Matters to a Vote of Security Holders ...............  22
Item 5.  Other Information .................................................  22
Item 6.  Exhibits ..........................................................  22

           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 SHEETS
                                 --------------

                                                        MARCH 31,   DECEMBER 31,
                                                          2008          2007
                                                       -----------  ------------
                                                       (UNAUDITED)    (AUDITED)
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash .............................................    $   7,445     $      69
  Judgment receivable ..............................            -         5,500
  Prepaid expense ..................................        6,000             -
                                                        ---------     ---------

TOTAL CURRENT ASSETS ...............................       13,445         5,569

Equipment, net of accumulated depreciation .........        2,057         2,183
                                                        ---------     ---------

TOTAL ASSETS .......................................    $  15,502     $   7,752
                                                        =========     =========

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

CURRENT LIABILITIES:
  Accounts payable .................................    $  13,395     $  11,392
  Accrued compensation .............................       13,762        14,548
  Due to related parties ...........................       31,120       138,362
                                                        ---------     ---------

TOTAL CURRENT LIABILITIES ..........................       58,277       164,302
                                                        ---------     ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
  Common stock ($0.01 par value, 100,000,000
   shares authorized, 11,640,814 and 10,378,024
   shares issued and outstanding) ..................      116,408       103,780
  Additional paid-in capital .......................      429,455       213,664
  Deficit accumulated during development stage .....     (588,638)     (473,994)
                                                        ---------     ---------

TOTAL STOCKHOLDERS' DEFICIT ........................      (42,775)     (156,550)
                                                        ---------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ........    $  15,502     $   7,752
                                                        =========     =========

            See accompanying notes to unaudited financial statements

                                       -3-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                   (Unaudited)

                                                                       FOR THE
                                                                     PERIOD FROM
                                                                    JULY 5, 2006
                                           FOR THE THREE MONTHS      (INCEPTION)
                                               ENDED MARCH 31,      TO MARCH 31,
                                           2008          2007           2008
                                       ------------   -----------   ------------

OPERATING EXPENSES
  General and administrative ........  $    114,644   $    74,946   $   580,293
                                       ------------   -----------   -----------
Total Operating Expenses ............       114,644        74,946       580,293
                                       ------------   -----------   -----------

LOSS FROM OPERATIONS ................      (114,644)      (74,946)     (580,293)

OTHER EXPENSES
  Interest expense - related party ..             -        (2,537)       (8,345)
                                       ------------   -----------   -----------

NET LOSS ............................  $   (114,644)  $   (77,483)  $  (588,638)
                                       ============   ===========   ===========

NET LOSS PER SHARE -
 BASIC AND DILUTED ..................  $      (0.01)  $     (0.01)  $     (0.08)
                                       ============   ===========   ===========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD -
 BASIC AND DILUTED ..................    10,813,040     6,088,779     7,740,815
                                       ============   ===========   ===========

            See accompanying notes to unaudited financial statements

                                       -4-
<PAGE>
<TABLE>
                                              POPS STARZ RECORDS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENTS OF CASH FLOWS
                                              ------------------------
                                                    (Unaudited)
<CAPTION>
                                                                                                         FOR THE
                                                                                                       PERIOD FROM
                                                                               FOR THE THREE MONTHS    JULY 5, 2006
                                                                                  ENDED MARCH 31,      (INCEPTION)
                                                                               ---------------------   TO MARCH 31,
                                                                                  2008       2007          2008
                                                                               ---------   ---------   ------------
<S>                                                                            <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...................................................................   $(114,644)  $ (77,483)  $  (588,638)
  Adjustments to reconcile net loss to net cash used in operating activities:
     Amortization ..........................................................           -           -         5,294
     Depreciation ..........................................................         126           -           462
     Impairment loss .......................................................           -           -         5,294
     Stock issued for services .............................................           -           -           912
     Stock issued for services - related parties ...........................      85,057           -       102,667
     Bad debt - related party ..............................................       4,580           -         4,580
  Changes in operating assets and liabilities:
     Decrease in judgment receivable .......................................       5,500           -             -
     Decrease in prepaid expenses ..........................................           -           -       136,000
     Increase in accounts payable ..........................................       2,003       3,160        13,395
     Increase in accrued expenses ..........................................           -       2,861         6,000
     Increase (decrease) in accrued compensation - related parties .........        (786)      9,500        48,762
     Increase in accrued interest - related party ..........................           -       2,537         8,345
     Due to related party ..................................................           -       7,500             -
                                                                               ---------   ---------   -----------
        Net Cash Used In Operating Activities ..............................     (18,164)    (51,925)     (256,927)
                                                                               ---------   ---------   -----------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances .....................................      30,560       2,579        61,788
  Repayments on related party advances .....................................      (5,020)     (1,986)       (7,006)
  Proceeds from notes payable - related party ..............................           -           -       162,109
  Proceeds from sale of common stock - related party .......................           -           -        60,000
                                                                               ---------   ---------   -----------
        Net Cash Provided By Financing Activities ..........................      25,540         593       276,891
                                                                               ---------   ---------   -----------

Net Increase (Decrease) in Cash ............................................       7,376     (51,332)        7,445

Cash - Beginning of Period .................................................          69     133,444             -
                                                                               ---------   ---------   -----------

Cash - End of Period .......................................................   $   7,445   $  82,112   $     7,445
                                                                               =========   =========   ===========
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 for a prepaid expense - related party ................   $   6,000   $       -   $     6,000
                                                                               =========   =========   ===========
  Common stock issued for debt and accrued expenses - related party ........   $ 137,362   $       -   $   152,362
                                                                               =========   =========   ===========
  Common stock issued in exchange for accrued compensation - related party .   $       -   $       -   $    35,000
                                                                               =========   =========   ===========
  Common stock issued for debt and accrued interest - related parties ......   $       -   $       -   $   188,334
                                                                               =========   =========   ===========

                              See accompanying notes to unaudited financial statements

                                                        -5-
</TABLE>
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

NOTE 1 - 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 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, stockholders' equity or cash flows.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the full year.

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

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

NATURE OF OPERATIONS

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

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

DEVELOPMENT STAGE

The Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party debt and equity-based financing, acquisition and creation of intellectual
properties and certain research and development activities to improve current
technological concepts. 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.

                                       -6-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

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

CASH

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, 2008 and December 31, 2007,
respectively, the Company had no cash equivalents.

EQUIPMENT

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

INTANGIBLES AND OTHER LONG-LIVED ASSETS

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

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

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, 2008 and 2007, and for the period from July
5, 2006 (inception) to March 31, 2008, the Company did not have any outstanding
dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                       -7-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

The carrying amount reported in the balance sheet for judgment receivable,
prepaid expense, accounts payable, accrued expenses, accrued compensation -
related party, and amounts due to related parties approximates its 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 stock based compensation since inception.

RECLASSIFICATIONS

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

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. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Company does not
expect SFAS No. 157 to have a material impact on its 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 option is
determined on an instrument-by-instrument basis, should be applied to an entire
instrument and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. The
adoption of SFAS No. 159 is not expected to have a material effect on its
financial position, results of operations or cash flows.

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

                                       -8-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

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 is not expected to have a material effect on its
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 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.

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
and are not expected to have a material impact on the financial statements upon
adoption.

NOTE 3 - GOING CONCERN
----------------------

As reflected in the accompanying financial statements, the Company has a net
loss of $114,644 and net cash used in operations of $18,164 for the three months
ended March 31, 2008; and a working capital deficit of $44,832, a deficit
accumulated during the development stage of $588,638 and a stockholders' deficit
of $42,775 at March 31, 2008. 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 Management's plans, which include
potential asset acquisitions, mergers or business combinations with other

                                       -9-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

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 4 - EQUIPMENT
------------------

At March 31, 2008 and December 31, 2007, property and equipment consist of the
following:

                                          USEFUL LIFE        2008         2007
                                          -----------      -------      ------
Sound equipment ....................       5 Years         $ 2,519      $2,519
Less: accumulated depreciation .....                          (462)       (336)
                                                           -------      ------

                                                           $ 2,057      $2,183
                                                           =======      ======

NOTE 5 - 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. The Company
agreed to acquire; (i) a digital distribution agreement, (ii) current artist
license agreement, and (iii) other assets.

The 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
having a fair value of $588 ($0.01/share), based upon the recent cash-offering
price at that time. For the three months ended March 31, 2008 and 2007, and for
the period from July 5, 2006 (inception) to March 31, 2008, amortization of
intangible assets amounted to $0, $0 and $5,294, respectively.

On December 31, 2007, the Company reviewed the carrying value of its intangible
assets for impairment. Since it was determined that no future benefit could be
derived from its use, the Company recorded an impairment loss of $5,294 during
the period from July 5, 2006 (inception) to March 31, 2008. There were no
impairment charges taken during the three months ended March 31, 2008 and 2007.

For the acquisition of these assets, the Company determined that under S.E.C.
Regulation S-X, Rule 11-01(d) ("11-01"), and EITF No. 98-3 ("98-3"),
"Determining Whether a Nonmonetary Transaction Involves the Receipt of
Productive Assets or of a Business", eMotion was classified as a development
stage company and thus was not considered a business. As a result, SFAS No. 141
purchase accounting rules did not apply.

NOTE 6 - RELATED PARTY TRANSACTIONS
-----------------------------------

(A) NOTES PAYABLE - RELATED PARTY

During 2006, the Company received funding of $90,032 from Pop Starz, Inc. The
notes bore interest at 10%, were secured by all assets of the Company and were
due two years from the issue date.

                                      -10-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

During 2007, the Company received further funding of $72,077 from Pop Starz,
Inc. These additional notes were issued under the same terms as the preceding
notes from 2006.

During 2007, the Company received funding of $17,880 from affiliates of the
Company's Chief Executive Officer. These notes were non-interest bearing,
unsecured and due on demand.

In 2007, the Company issued 1,833,339 shares of common stock, having a fair
value of $188,334 ($0.10/share), based upon the fair value of stock issued to
third parties for services rendered. The conversion included principal totaling
$179,989 and related accrued interest $8,345. There was no gain or loss recorded
on these debt conversions.

(B) LOANS PAYABLE - RELATED PARTIES

During 2007, the Company received $31,228 from affiliates of the Company's Chief
Executive Officer. The loans were non-interest bearing, unsecured and due on
demand. During 2007, the Company repaid $1,986.

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 $137,362. The additional $66,306 was
recorded as compensation.

During 2008, the Company received $30,560 from affiliates of the Company's Chief
Executive Officer. The loans were non-interest bearing, unsecured and due on
demand. During 2008, the Company repaid $5,020.

These related party notes and loans have represented a 100% concentration of
debt financing since inception.

(C) ACCRUED COMPENSATION - RELATED PARTIES

During 2007, the Company issued 1,970,000 shares of common stock, having a fair
value of $35,000, to the Chief Executive Officer and its affiliate for accrued
compensation. Of the total, 1,800,000 shares were issued at $0.01 per share,
based upon the recent cash-offering price. The remaining 170,000 shares were
issued at $0.10 per share, based upon the fair value of stock issued to third
parties for services rendered.

(D) ACCRUED RENT - RELATED PARTY

During 2007, the Company issued 150,000 shares of common stock having, a fair
value of $15,000 ($0.10/share), to an affiliate of the Company's Chief Executive
Officer for rent. Fair value was based upon the fair value of stock issued to
third parties for services rendered.

The Company pays this related party $3,000 per month. Total related party rent
expense for the three months ended March 31, 2008 and 2007 was $9,000 and
$9,000, respectively.

                                      -11-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

(E) BAD DEBT - RELATED PARTY

For the three months ended March 31, 2008, the Company wrote off an amount
receivable from Pop Starz, Inc. and recorded bad debt expense of $4,580.

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)

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

                  (1) STOCK ISSUED FOR CASH

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

                  (2) STOCK ISSUED FOR SERVICES - RELATED PARTY

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

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

                  (1) STOCK ISSUED FOR SERVICES

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

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

                  (2) STOCK ISSUED FOR SERVICES - RELATED PARTIES

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

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

                                      -12-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

         (C) COMMON STOCK ISSUANCES FOR THE THREE MONTHS ENDED MARCH 31, 2008

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

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

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES

(A) EMPLOYMENT AGREEMENTS - OFFICERS

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

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

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

                                      -13-
<PAGE>

                             POP STARZ RECORDS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2008 AND 2007
                             -----------------------
                                   (UNAUDITED)

(B) LITIGATION

MORGAN NICOLE 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. This case was resolved and the
Company will receive $5,500. In connection with this judgment, the Company
recorded a receivable for $5,500, which was received in January 2008.

BRADLEY & ROBINSON, P.L. VS. POP STARZ RECORDS, INC. A FLORIDA CORPORATION -
CASE NO, C7-18655, BROWARD COUNTY, FLORIDA
--------------------------------------------------------------------------------

In November 2007, Bradley & Robinson filed a civil action against the Company
seeking payment for legal services rendered to the Company for $11,000, which is
reflected as a portion of accounts payable on the accompanying balance sheet. On
March 25, 2008, the Company settled this accounts payable for $11,000.

NOTE 8 - SUBSEQUENT EVENTS

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 April 2008, the Company received funding of $1,205 from an affiliate of
the Company's Chief Executive Officer. These advances were non-interest bearing,
unsecured and due on demand.

                                      -14-
<PAGE>

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

FORWARD LOOKING STATEMENTS

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

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

GENERAL

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

RESULTS OF OPERATIONS

Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
-------------------------------------------------------------------------------

         We generated no revenues during the 2008 and 2007 period.

         We incurred general and administrative expenses totaling $114,644 for
the three months ended March 31, 2008 as compared to expenses totaling $74,946
for the three months ended March 31, 2007, an increase of $39,698. The reason
for the significant increase in expenses is due to the fact that the Company was
in its organizational stages in early 2007 and incurred minimal expenses with
respect to the development of its business. Total operating expenses consisted
of the following:

                                                             2008          2007
                                                           --------      -------
Compensation ........................................      $ 90,451      $32,905
Rent - related party ................................         9,000        9,000
Professional fees ...................................         8,740       19,878
Other selling, general and administrative ...........         6,453       13,163
                                                           --------      -------
Total ...............................................      $114,644      $74,946
                                                           ========      =======

         We incurred a net loss of $114,644 for the three months ended March 31,
2008 as compared to a net loss of $77,483 for the three months ended March 31,
2007 resulting in a net loss per share of $(0.01) and $(0.01), respectively. We
have an accumulated loss from operations totaling $588,638.

                                      -15-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         We have nominal assets. As of March 31, 2008, we had cash of $7,445 as
compared to cash of $69 as of December 31, 2007. Total assets were $15,502 as
compared to $7,752. The increase in our cash holdings was attributable to
related party advances.

         Pursuant to a court settlement, we received the sum of $5,500 in
connection with the settlement of a lawsuit.

         Our operations to date have been funded by loans and capital
contributions made by our affiliates. All outstanding loans have since been
converted into equity.

         Our total current liabilities were $58,277 as compared to $164,302. We
relied on these related parties to provide working capital to cover professional
fees, rent and compensation. We have a working capital deficit of $44,832.
Unless we secure additional financing, of which there can be no assurance, or
begin to generate revenues in excess of expenses, we will 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.

         For the three months March 31, 2008, we used cash in operating
activities of $18,164 as compared to $51,925 for the three months ended March
31, 2007. During the 2008 period, we used cash to fund of operating loss of
$114,644 offset by non-cash items such as depreciation of $126 and stock
compensation of $85,057, a decrease in judgment receivables of $5,500, an
increase in accounts payable of $2,003 and other changes in operating assets and
liabilities.

         For the three months ended March 31, 2008, we received net cash from
financing activities of $25,540 as compared to $593 for the three months ended
March 31, 2007. During the 2008 period, we received net cash from related party
advances of $25,540. During the 2007 period, we received net cash from related
party advances of $593.

CRITICAL ACCOUNTING POLICIES

         Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted 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
revenues and expenses during the reporting period. Actual results could differ
materially from those estimates.

         Development stage: Our financial statements are presented as those of a
development stage enterprise. Activities during the development stage primarily
include 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 we are
devoting our efforts to research and development, there has been no revenue
generated from sales, license fees or royalties.

                                      -16-
<PAGE>

         Loss per share: Basic loss per share excludes dilution and is computed
by dividing the net loss attributable to common shareholders by the
weighted-average number of common shares outstanding for the period. Diluted
income per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that shared in the income of
the Company. Diluted income per share is computed by dividing the income
available to common shareholders by the weighted average number of common shares
outstanding for the period and dilutive potential common shares outstanding
unless consideration of such dilutive potential common shares would result in
anti-dilution. At March 31, 2008 and 2007, respectively, we did not have any
outstanding common stock equivalents.

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.

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

                                      -17-
<PAGE>

information used to develop assumptions. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. The
Company does not expect SFAS No. 157 to have a material impact on its 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 option is
determined on an instrument-by-instrument basis, should be applied to an entire
instrument and is irrevocable. Assets and liabilities measured at fair values
pursuant to the fair value option should be reported separately in the balance
sheet from those instruments measured using other measurement attributes. SFAS
No. 159 is effective as of the beginning of the Company's 2008 fiscal year. The
adoption of SFAS No. 159 is not expected to have a material effect on its
financial position, results of operations or cash flows.

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

In December 2007, the FASB issued SFAS 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

                                      -18-
<PAGE>

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.

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
and are not expected to have a material impact on the financial statements upon
adoption.

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 4.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Exchange Act, our management,
including Michelle Tucker, our Chief Executive Officer, and Adam Wasserman, our
Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of March 31, 2008.

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

         Management conducted its evaluation of disclosure controls and
procedures under the supervision of our chief executive officer and our chief
financial officer. Based on that evaluation, Ms. Tucker and Mr. Wasserman
concluded that because of the significant deficiencies in internal control over
financial reporting described below, our disclosure controls and procedures were
not effective as of March 31, 2008.

                                      -19-
<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

         We began preparing to be in compliance with the internal control
obligations, including Section 404, for our fiscal year ending December 31,
2007. Management has determined that our internal audit function is also
significantly deficient due to insufficient qualified resources to perform
internal audit functions.

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

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

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

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

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

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

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

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

                                      -20-
<PAGE>

         Our management is not aware of any material weaknesses in our internal
control over financial reporting, and nothing has come to the attention of
management that causes them to believe that any material inaccuracies or errors
exist in our financial statement as of March 31, 2008. The reportable conditions
and other areas of our internal control over financial reporting identified by
us as needing improvement have not resulted in a material restatement of our
financial statements. Nor are we aware of any instance where such reportable
conditions or other identified areas of weakness have resulted in a material
misstatement of omission in any report we have filed with or submitted to the
Commission.

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         Except as described above, there were no changes in our internal
controls over financial reporting during the quarter ended March 31, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

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

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

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

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

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.

                                      -21-
<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

                                      -22-
<PAGE>

                                   SIGNATURES

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

                                        Pop Starz Records, Inc.


Date:  May 15, 2008                     By: /s/ Michelle Tucker
                                            -------------------
                                        Michelle Tucker
                                        Chief Executive Officer


Date:  May 15, 2008                     By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and
                                        Principal Accounting Officer


                                      -23-