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

                                   Form 10-QSB

(Mark One)

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

                       For the quarter ended June 30, 2007

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

               For the transition period from ________ to ________


                       Commission File Number: 333-142907


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


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


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


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


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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,003,979 shares at August 1, 2007

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

<PAGE>

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

                                      INDEX
                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
            Balance Sheet (Unaudited) As of June 30, 2007 ..................   3
            Statements of Operations (Unaudited) For the Three and Six
              Months Ended June 30, 2007 and for the period from
              July 5, 2006 to June 30, 2007 ................................   4
            Statements of Cash Flows (Unaudited) For the Six Months Ended
              June 30, 2007 and for the period from July 5, 2006 to
              June 30, 2007 ................................................   5
            Notes to Financial Statements (Unaudited) ......................   6
Item 2.  Management's Discussion and Analysis or Plan of Operation .........  14
Item 3.  Controls and Procedures ...........................................  18
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings .................................................  19
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  19
Item 3.  Default Upon Senior Securities ....................................  19
Item 4.  Submission of Matters to a Vote of Security Holders ...............  20
Item 5.  Other Information .................................................  20
Item 6.  Exhibits ..........................................................  20

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

                                      - 2 -
<PAGE>

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

                                     ASSETS

Current Assets:
  Cash ...........................................................    $  10,397
  Prepaid expenses ...............................................           49
                                                                      ---------

Total Current Assets .............................................       10,446

Property and equipment, net of accumulated depreciation of $84 ...        2,435

Intangible asset, net of accumulated amortization of $2,647 ......        7,941
                                                                      ---------

TOTAL ASSETS .....................................................    $  20,822
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable ...............................................    $   1,520
  Accrued expenses ...............................................        6,018
  Accrued compensation - related parties .........................       11,000
  Accrued interest - related party ...............................        4,836
  Due to related parties..........................................       36,363
                                                                      ---------

TOTAL CURRENT LIABILITIES ........................................       59,737

LONG-TERM LIABILITIES:
  Notes payable - related party ..................................      110,032
                                                                      ---------

TOTAL LIABILITIES ................................................      169,769
                                                                      ---------

Commitments and contingencies

STOCKHOLDERS' DEFICIT:
  Common stock ($0.01 par value, 100,000,000 shares authorized,
    authorized, 8,003,979 shares issued and outstanding) .........       80,040
  Deficit accumulated during development stage ...................     (228,987)
                                                                      ---------

TOTAL STOCKHOLDERS' DEFICIT ......................................     (148,947)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ......................    $  20,822
                                                                      =========

                 See accompanying notes to financial statements

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

OPERATING EXPENSES
  Compensation ..............................          58,530           91,435          109,735
  Rent - related party ......................           9,000           18,000           18,000
  Professional fees .........................          40,155           60,033           64,750
  Other selling, general and administrative .          14,882           28,045           31,666
                                                  -----------      -----------      -----------

Total Operating Expenses ....................         122,567          197,513          224,151
                                                  -----------      -----------      -----------

LOSS FROM OPERATIONS ........................        (122,567)        (197,513)        (224,151)

OTHER EXPENSES
  Interest expense - related party...........          (2,299)          (4,836)          (4,836)
                                                  -----------      -----------      -----------

NET LOSS ....................................     $  (124,866)     $  (202,349)     $  (228,987)
                                                  ===========      ===========      ===========

NET LOSS PER SHARE - BASIC AND DILUTED ......     $     (0.02)     $     (0.03)     $     (0.04)
                                                  ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  DURING THE PERIOD - BASIC AND DILUTED .....       7,191,698        6,643,285        6,327,675
                                                  ===========      ===========      ===========

                         See accompanying notes to financial statements

                                              - 4 -
</TABLE>
<PAGE>
<TABLE>
                                    POPS STARZ RECORDS, INC.
                                  (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                      FOR THE
                                                                                    PERIOD FROM
                                                                FOR THE SIX        JULY 5, 2006
                                                                MONTHS ENDED      (INCEPTION) TO
                                                               JUNE 30, 2007       JUNE 30, 2007
                                                               -------------       -------------
                                                                (UNAUDITED)         (UNAUDITED)
<S>                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..............................................          $(202,349)          $(228,987)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and amortization ....................              2,731               2,731
     Stock-based compensation .........................              1,152               1,452
Changes in operating assets and liabilities:
  Prepaid expenses ....................................                (49)                (49)
  Accounts payable ....................................              1,520               1,520
  Accrued expenses ....................................              4,268               6,018
  Accrued compensation - related parties ..............             11,000              29,000
  Accrued interest - related party ....................              4,836               4,836
  Due to related parties ..............................             35,695              35,695
                                                                 ---------           ---------
     Net Cash Used In Operating Activities ............           (141,196)           (147,784)
                                                                 ---------           ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party advances ................              2,654               2,654
  Repayments on related party advances ................             (1,986)             (1,986)
  Proceeds from notes payable - related party .........             20,000             110,032
  Proceeds from sale of common stock - related party ..                  -              60,000
                                                                 ---------           ---------
     Net Cash Provided By Financing Activities ........             20,668             170,700
                                                                 ---------           ---------

Net Increase (Decrease) in Cash .......................           (123,047)             10,397

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

Cash - End of Period ..................................          $  10,397           $  10,397
                                                                 =========           =========

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued in connection with acquisition
   of intangible asset ................................          $       -           $     588
                                                                 =========           =========
  Common stock issued in exchange for accrued
   compensation - related party .......................          $  18,000           $  18,000
                                                                 =========           =========

                         See accompanying notes to financial statements

                                              - 5 -
</TABLE>
<PAGE>

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

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

NATURE OF OPERATIONS

Pop Starz Records, Inc. (the "Company") is a Florida corporation incorporated on
July 5, 2006. The Company is engaged in the business of developing, producing,
licensing, acquiring and distributing recorded music, primarily in the popular
Hip Hop and Pop genres. In the future, the Company intends to branch into other
popular music styles as opportunities are developed.

Through June 29, 2007, the Company was a majority-owned subsidiary of Pop Starz,
Inc. Effective at the close of business on June 29, 2007 ( the "Record Date"),
Pop Starz, Inc. distributed 4,905,200 shares of common stock ( 61.5% ) of the
Company to all Pop Starz, Inc. common shareholders, and those entitled to
dividends as if a common shareholder, on the basis of one (1) registered share
for every ten (10) shares of Pop Starz, Inc. beneficially owned as of the record
date.

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation. The results for the interim period are not necessarily indicative
of the results to be expected for the full year. For further information, refer
to the audited financial statements and footnotes of the Company for the year
ending December 31, 2006 included in the Company's Form SB-2.

DEVELOPMENT STAGE

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

USE OF ESTIMATES

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

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

                                      - 6 -
<PAGE>

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

CASH

For purposes of the statement of cash flows, the Company considers all highly
liquid instruments purchased with a maturity of three months or less and money
market accounts to be cash equivalents. The Company has no cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

The carrying amount reported in the balance sheet for accounts payable - related
party, accrued expenses, due to related parties, and notes payable - related
party approximates its fair market value based on the short-term maturity of
these instruments.

INTANGIBLES AND OTHER LONG-LIVED ASSETS

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

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

NET LOSS PER SHARE

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

STOCK-BASED COMPENSATION

All share-based payments to employees will be 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.

                                      - 7 -
<PAGE>

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

REVENUE RECOGNITION

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, ("FIN 48") "Accounting for uncertainty in income taxes -
an interpretation of SFAS No. 109." This Interpretation provides guidance for
recognizing and measuring uncertain tax positions, as defined in FASB No. 109,
"Accounting for income taxes." FIN 48 prescribes a threshold condition that a
tax position must meet for any of the benefit of an uncertain tax position to be
recognized in the financial statements. Guidance is also provided regarding
derecognition, classification and disclosure of uncertain tax positions. FIN 48
is effective for fiscal years beginning after December 15, 2006. The Company
does not expect the adoption of FIN 48 to have a material impact on their
financial position, results of operations or cash flows.

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

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

                                      - 8 -
<PAGE>

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

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

In September 2006, the SEC issued Staff Accounting Bulletin No.108, "Considering
the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements" ("SAB No. 108"). SAB No. 108 requires analysis of misstatements
using both an income statement (rollover) approach and a balance sheet (iron
curtain) approach in assessing materiality and provides for a one-time
cumulative effect transition adjustment. SAB No. 108 is effective for the fiscal
year beginning after November 15, 2006. The Company is reviewing SAB No. 108 to
determine what effect, if any, its adoption will have on the Company's financial
statement presentation and disclosures.

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

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

NOTE 2 - ACQUISITION OF INTANGIBLE ASSET

On December 21, 2006, the Company entered into an Asset Purchase Agreement (the
"Agreement") with eMotion Music, LLC, a Florida Limited Liability Company
("eMotion") whereby the Company acquired all of eMotion's assets. Upon the terms
and subject to the conditions of the Agreement, the Company agreed to acquire
from eMotion all right, title, and interest of eMotion in (i) a digital
distribution agreement, (ii) current artist license agreement with artist
professionally known as "Big Lou", and (iii) all of those rights and assets,
tangible or intangible, exclusively used in the performance of day to day
business operations, as owned or held by eMotion such as manuals, databases,
client lists, and contracts in progress.

The aggregate purchase price for these assets was $10,588 of which $10,000 was
paid in cash at closing and the issuance of 58,779 shares of the Company's
common stock valued at $.01 per share or $588 based upon the recent
cash-offering price. (See Note 5) For the six months ended June 30, 2007,
amortization of intangible assets amounted to $2,647.

                                      - 9 -
<PAGE>

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

NOTE 3 - COMMITMENTS

(A) EMPLOYMENT AGREEMENTS - OFFICERS

During 2006, the Company executed employment agreements with various officers.
These agreements provide for cash as well as stock based compensation. The stock
based compensation is subject to certain vesting provisions and rates of
forfeiture.

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

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

Aggregate stock based compensation of the Company (paid by Pop Starz, Inc.) was
$34,333 for the six months ended June 30, 2007 as well as for the period from
July 5, 2006 (inception) to June 30, 2007.

(B) EMPLOYMENT AGREEMENT - DIRECTOR

Effective January 1, 2007, the Company executed a Directors' Agreement with its
Vice President to serve as a director of the Company and shall continue until
January 1, 2010 unless earlier terminated as defined in this agreement. Pursuant
to the director's agreement, the compensation for services as a member of the
Company's board of directors and committees are as follows:

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

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

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

                                     - 10 -
<PAGE>

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

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

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

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

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

NOTE 4 - RELATED PARTY TRANSACTIONS

(A) NOTES PAYABLE - RELATED PARTY

During 2006, the Company received working capital from Pop Starz, Inc., the
Company's parent through June 29, 2007 aggregating $150,032. Of the total,
$60,000 was used to purchase 6,000,000 shares of common stock. (See Note 5). The
remaining $90,032 was evidenced by two notes payable. One dated October 31, 2006
for $15,000 and the second dated December 29, 2006 for $75,032. Additionally, in
June 2007, the Company entered into two additional notes payable in the
aggregate amount of $20,000. Each note bears interest at 10% and is secured by
all assets of the Company.

These notes are due as follows:

      October 29, 2008     $15,000
      December 29, 2008    $75,032
      June 12. 2009        $10,000
      June 30, 2009        $10,000

At June 30, 2007, accrued interest payable - related party amounted to $4,836.

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

(B) OTHER

On July 5, 2006, the Company entered into a month to month employment agreement
with its former President (and current President of Pop Starz, Inc.) for $3,000
per month. In connection with this employment agreement, for the six months
ended June 30, 2007, the Company incurred compensation expense of $18,000 and at
June 30, 2007, the Company had accrued compensation of $7,000 for this
individual. Additionally, on May 8, 2007, the Company converted $18,000 of
accrued salary into 1,800,000 shares of the Company's common stock (see note 5).

                                     - 11 -
<PAGE>

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

On February 20, 2007, the Company entered into a month-to-month employment
agreement with its interim president. Compensation is $3,000 per month. This
individual is related to the Pop Starz, Inc.'s CEO. In connection with this
employment agreement, for the three months ended June 30, 2007, the Company
incurred compensation expense of $4,000 and at June 30, 2007, the Company had
accrued compensation of $4,000. Therefore, at June 30, 2007, the accompanying
balance sheet reflects an aggregate $11,000 in accrued compensation to related
parties.

On January 1, 2007, Popstarx, Inc. entered into an agreement with an affiliate
of the Company's President to rent office space. Pursuant to the terms of this
month-to-month agreement, the lease is assignable to any subsidiary or entity
under common control. Pop Starz Records, Inc. uses this space and pays $3,000
per month. For the three months ended June 30, 2007, rent expense incurred to
this related party amounted to $18,000. At June 30, 2007, the Company has
reflected $3,000 as a component of accrued expenses.

NOTE 5 - STOCKHOLDERS' DEFICIT

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

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

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

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

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

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

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

                                     - 12 -
<PAGE>

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

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

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

NOTE 6 - CONTINGENCIES

Litigation

Morgan Nicole Haynes p/k/a Morgan Haynes 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 Haynes, Janice
Tierney and the Company, in June 2007, Morgan Haynes filed a civil action
against the Company seeking declaratory relief under Florida Statute, and to
void the contract due to Morgan Haynes being a minor. The Company plans to
vigorously defend its position and believe that any settlement will not have a
material adverse effect on its financial condition.

NOTE 7 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $202,349 and net cash used in operations of $141,196 for the six months
ended June 30, 2007 and a working capital deficit of $49,291, a deficit
accumulated during the development stage of $228,987 and a stockholders' deficit
of $148,947 at June 30, 2007. In addition, the Company is in the development
stage and has not yet generated any revenues. The ability of the Company to
continue as a going concern is dependent on the Company's ability to further
implement its business plan and to continue to raise funds through debt or
equity raises. The Company may also need to execute an acquisition of one or
more companies in similar industries. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.

NOTE 8 - SUBSEQUENT EVENTS

On July 13, 2007, the Company entered into a 10% note agreement with Pop Starz,
Inc, for $2,000. The note is secured by all assets of the Company and matures on
July 13, 2009.

                                     - 13 -
<PAGE>

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

OVERVIEW

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

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

CURRENT BUSINESS OPERATIONS

Over the next twelve months, our company planned to complete its work on and
begin to market Morgan Hayes' first CD, However, on May 21, 2007, we received
formal notice from counsel for Miss Hayes that she wishes to void the contract
on grounds she is a minor. We are disputing that the contract is voidable for
this reason and are treating the agreement as temporarily suspended, pending
further negotiations by the parties. In addition, we hope to begin recording
with a second new artist during this period, and we hope others as well. We will
promote our artists as discussed above under "Product distribution methods." We
will also continue our research and development efforts to stay abreast of, and
anticipate new trends in, the recorded music industry.

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

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

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

                                     - 14 -
<PAGE>

RESULTS OF OPERATIONS

Our business began on July 5, 2006. Accordingly, no comparisons exist for the
prior period.

OPERATING EXPENSES

Total operating expenses for the six months ended June 30, 2007 were $197,513
and consisted of the following:

                                                    2007
                                                  --------

      Compensation ............................   $ 91,435
      Rent - related party ....................     18,000
      Professional fees .......................     60,033
      Other selling, general and administrative     28,045
                                                  --------

      Total ...................................   $197,513
                                                  ========

LOSS FROM OPERATIONS

We reported a loss from operations of $197,513 for the six months ended June 30,
2007.

OTHER EXPENSE

For the six months ended June 30, 2007, interest expense amounted to $4,836 and
was attributable to related party debt.

NET LOSS

As a result of these factors, we reported a net loss of $202,349 for the six
months ended June 30, 2007. This translates to basic and diluted net loss per
common share of $0.03 for the six months ended June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 2007, we had a cash balance of $10,397.

Our working capital deficit was $49,291 at June 30, 2007. We have been funding
our operation though loans from our Pop Starz, Inc..

Our balance sheet at June 30, 2007 reflects notes payable to related party of
$110,032 due beginning October 29, 2008 which are working capital loan made to
us from Pop Starz, Inc. These loans bear annual interest at10% and are secured
by all of our assets.

                                     - 15 -
<PAGE>

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

PROPERTY AND EQUIPMENT

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

INTANGIBLES AND OTHER LONG-LIVED ASSETS

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

                                     - 16 -
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, ("FIN 48") "Accounting for uncertainty in income taxes -
an interpretation of SFAS No. 109." This Interpretation provides guidance for
recognizing and measuring uncertain tax positions, as defined in FASB No. 109,
"Accounting for income taxes." FIN 48 prescribes a threshold condition that a
tax position must meet for any of the benefit of an uncertain tax position to be
recognized in the financial statements. Guidance is also provided regarding
derecognition, classification and disclosure of uncertain tax positions. FIN 48
is effective for fiscal years beginning after December 15, 2006. The Company
does not expect the adoption of FIN 48 to have a material impact on their
financial position, results of operations or cash flows.

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

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

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

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

                                     - 17 -
<PAGE>

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

OFF BALANCE SHEET ARRANGEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

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

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

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

                                     - 18 -
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


Morgan Nicole Haynes p/k/a Morgan Haynes 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 Haynes, Janice
Tierney and the Company, in June 2007, Morgan Haynes filed a civil action
against the Company seeking declaratory relief under Florida Statute, and to
void the contract due to Morgan Haynes being a minor. We plan to vigorously
defend our position and believe that any settlement will not have a material
adverse effect on our financial condition.

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

On May 8, 2007, we issued 1,800,000 shares of our common stock having a fair
value of $0.01 per share based upon the Company's recent cash offering price, in
exchange for accrued compensation - related party of $18,000.

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

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

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

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

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

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.

                                     - 19 -
<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) certification of Principal Financial Officer

32.1     Section 1350 certification of Chief Executive Officer

32.2     Section 1350 certification of Principal Accounting Officer



                                   SIGNATURES

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

                                        Pop Starz Records, Inc.


Date:  August 9, 2007                   By: /s/ Jonathan D. Greene
                                            ----------------------
                                        Jonathan D. Greene
                                        Chief Executive Officer


Date:  August 9, 2007                   By: /s/ Adam Wasserman
                                            ------------------
                                        Adam Wasserman
                                        Chief Financial Officer and
                                        Principal Accounting Officer

                                     - 20 -