SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended September 30, 2006.

|_|   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the transition period from to .

                        Commission file number: 000-29325

                             STAR ENERGY CORPORATION
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                              87-0643634
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                 1403 East 900 South, Salt Lake City, Utah 84105
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (801) 582-9609
                         -------------------------------
                         (Registrant's telephone number)

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes |X|    No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes |_|    No |X|


The number of outstanding shares of the registrant's common stock, $0.001 par
value (the only class of voting stock), as of November 14, 2006 was 41,562,500.


                                       1
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

      Unaudited Balance Sheet as of September 30, 2006.........................4

      Unaudited Statement of Operations for the three and nine months
      ended September 30, 2006 and 2005........................................5

      Unaudited Statement of Cash Flows for the nine months
      ended September 30, 2006 and 2005........................................6

      Notes to the Unaudited Financial Statements..............................7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS...................................9

ITEM 3. CONTROLS AND PROCEDURES...............................................13

                                    PART II

ITEM 1. LEGAL PROCEEDINGS.....................................................13

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES...............................14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................14

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.................14

ITEM 5. OTHER INFORMATION.....................................................14

ITEM 6. EXHIBITS..............................................................14

SIGNATURES....................................................................15

INDEX TO EXHIBITS.............................................................18


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms "Star," "we," "our", and "us" refer to Star Energy
Corporation, a Nevada corporation, unless otherwise indicated. In the opinion of
management, the accompanying unaudited financial statements included in this
Form 10-QSB reflect all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the results of operations for the
periods presented. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.


                                       3
<PAGE>

                             STAR ENERGY CORPORATION
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            September 30,         December 31,
                                                                2006                  2005
                                ASSETS                      (Unaudited)            (Audited)
                                                            ------------          -----------
<S>                                                         <C>                   <C>
Current assets:
   Cash                                                     $       268                13,975
   Accounts receivable                                            7,968                 8,291
   Prepaid expense                                                   --                 1,900
                                                            -----------           -----------

     Total current assets                                         8,236                24,166

Oil and gas properties, net (successful efforts method)          45,730                48,341
                                                            -----------           -----------

     Total assets                                           $    53,966                72,507
                                                            ===========           ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                         $     6,347                 1,565
   Related party payable                                          2,785                    --
   Note payable                                                  30,000                    --
                                                            -----------           -----------

     Total current liabilities                                   39,132                 1,565
                                                            -----------           -----------

Asset retirement obligation                                       1,357                 1,327
                                                            -----------           -----------

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized, no shares issued and outstanding                    --                    --
   Common stock, $.001 par value, 225,000,000 shares
     authorized, 31,562,500 shares issued and outstanding        31,563                31,563
   Additional paid-in capital                                    77,363                77,363
   Accumulated deficit                                          (95,449)              (39,311)
                                                            -----------           -----------

     Total stockholders' equity                                  13,477                69,615
                                                            -----------           -----------

     Total liabilities and stockholders' equity             $    53,966                72,507
                                                            ===========           ===========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                             STAR ENERGY CORPORATION
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                               Three Months Ended            Nine months ended
                                                  September 30,                September 30,
                                          ------------    ------------   ------------    ------------
                                              2006           2005            2006            2005
                                          ------------    ------------   ------------    ------------
<S>                                       <C>               <C>            <C>             <C>
Oil and gas revenues                      $      8,410          15,056         33,431          40,077
                                          ------------    ------------   ------------    ------------

Operating expenses:
     Production costs                            2,487           4,169         13,849          20,870
     Depletion and amortization expense            782             957          2,611           2,940
     General and administrative costs            8,302           4,849         73,109          20,390
                                          ------------    ------------   ------------    ------------

                                                11,571           9,975         89,569          44,200
                                          ------------    ------------   ------------    ------------

     Income (loss) from operations              (3,161)          5,081        (56,138)         (4,123)

Provision for income taxes                          --              --             --              --
                                          ------------    ------------   ------------    ------------

     Net income (loss)                    $     (3,161)          5,081        (56,138)         (4,123)
                                          ============    ============   ============    ============


Income (loss) per common share -
   basic and diluted                      $         --              --             --              --
                                          ============    ============   ============    ============

Weighted average common shares -
  basic and diluted                         31,562,500      31,562,500     31,562,500      31,562,500
                                          ============    ============   ============    ============
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

                             STAR ENERGY CORPORATION
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                           Nine months ended
                                                             September 30,
                                                          --------------------
                                                            2006       2005
                                                          --------    --------
Cash flows from operating activities:
Net loss                                                  $(56,138)   $ (4,123)
Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depletion and amortization                               2,611       2,940
    Accretion expense                                           30          48
    (Increase) decrease in:
     Accounts receivable                                       323      (4,864)
     Prepaid expense                                         1,900       1,642
    Increase in:
     Accounts payable                                        4,782          --
     Related party payable                                   2,785         865
                                                          --------    --------

      Net cash used in operating activities                (43,707)     (3,492)
                                                          --------    --------

Cash flows from investing activities:                           --          --
                                                          --------    --------

Cash flows from financing activities:
Proceeds from note payable                                  30,000          --
                                                          --------    --------

      Net cash provided by financing activities             30,000          --
                                                          --------    --------

      Net decrease in cash                                 (13,707)     (3,492)

Cash, beginning of period                                   13,975      17,542
                                                          --------    --------

Cash, end of period                                       $    268      14,050
                                                          ========    ========

        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>
                             STAR ENERGY CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 2006


Note 1 - Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2005, filed with the
Securities and Exchange Commission. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations are not necessarily
indicative of the results to be expected for the full year ended December 31,
2006.

Note 2 - Note Payable

Note payable to an unrelated party is non-interest bearing, unsecured, and due
on demand.

Note 3 - Additional Footnotes Included By Reference

Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Form 10-KSB for the year ended December 31, 2005, filed with the
Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.

Note 4 - Subsequent Events

Stock Purchase Agreement relating to Volga-Neft Limited Company

On October 6, 2006, the Company entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Volga-Neft Limited Company ("Volga"), a
corporation formed under the laws of the Russian Federation, Samara Region,
Privolzhsky and the two shareholders of Volga, who were Dzhalovyan Artiir
Andreasovich and Dubrovskaya Olga AmUofyevna.

Volga is engaged in the exploration, development and production of oil and gas
resources in the Russian Federation. Volga owns a parcel of land in Chapaevsk,
Russia, measuring approximately 30,000 square meters, on which Volga intends to
build an oil refinery. In addition, Volga owns sixty nine vehicles used for the
transportation of oil and inflammable loads. Volga currently employs
approximately 185 persons.

                                       7
<PAGE>

Note 4 - Subsequent Events (continued)

Stock Purchase Agreement relating to Volga-Neft Limited Company (continued)

Pursuant to the Stock Purchase Agreement, the Company acquired Volga at a
closing held October 6, 2006 by purchasing from Volga's shareholders all of
their respective shares of Volga's common stock, which represented 100% of the
issued and share capital of Volga. In consideration therefore, the Company
delivered to Volga's shareholders an aggregate of 10,000,000 shares of the
Company's common stock. Such issuance represents 26.1% of the issued and
outstanding shares of the Company. As a result of the closing, Volga has become
a wholly owned subsidiary of the Company.

Pursuant to the Stock Purchase Agreement, the Company further agreed to
commence, as soon as practicable, a private placement of units, each unit
consisting of one share of common stock and one warrant entitling the holder
thereof to purchase one share of common stock for $2.00, expiring three years
after the date thereof. The minimum number of units offered for sale shall be
1,000,000 units, and the maximum number of units offered for sale shall be
5,000,000 units. The purchase price of each unit shall be $1.00. The offer and
sale of such units shall be made to accredited investors pursuant to a private
placement in accordance with Rule 506 promulgated under the Securities Act. The
private placement of the units shall be completed no later than 90 days after
the date of the closing of the Stock Purchase Agreement.

Agreement with IAB Island Ventures SA

On October 6, 2006, the Company and Volga entered into a separate agreement with
IAB Island Ventures SA ("IAB"), pursuant to which IAB agreed to introduce the
Company and Volga to certain contacts for the purpose of financing either the
Company or Volga (the "IAB Agreement"). In consideration for IAB's services, the
Company and Volga shall pay IAB 10% percent of the aggregate value of the
transaction consummated with such a contact. Pursuant to the IAB Agreement,
without the prior written consent of IAB (which consent shall not be
unreasonably withheld) neither the Company nor Volga shall declare or pay out
any dividend, make any distribution, or redeem any equity securities, or issue
any equity securities or other securities of either company.

Assignment and Bill of Sale

On October 6, 2006, an Assignment and Bill of Sale was entered into between the
Company and Ruairidh Campbell, a former officer and director of the Company.
Pursuant to such assignment, Mr. Campbell agreed to transfer to the Company his
3,250,000 shares of the Company's common stock. In consideration therefore, the
Company agreed to assign to him all of the Company's interests in a 15% working
interest (12% net revenue interest) in and to certain oil and gas wells known as
the Galvan Ranch Gas Wells, which are located in Webb County, Texas.

                                       8
<PAGE>

Note 4 - Subsequent Events (continued)

Letter of Intent

On November 6, 2006, the Company entered into a Letter of Intent to acquire 100%
of the common stock of Samaratransoil Ltd., a company organized under the law of
Russia from Markin Vladimir Mikhajlovich. The consideration to be paid for the
stock of Samaratransoil Ltd. is 1,000,000 shares of common stock of the Company.
The consummation of the transaction will be subject to the execution of
definitive agreements. The closing will be conditional upon the approval of the
transaction and the definitive agreements by the board of directors of the
Company, completion of the due diligence to the satisfaction of the Company, the
Company's receipt of financial statements of Samaratransoil Ltd., receipt of any
required approvals of governmental authorities, receipt of necessary consents
and approvals of third parties, and other customary conditions.

Stock Issuances

On November 8, 2006, the Company issued an aggregate of 125,000 shares of common
stock as follows:

      o     100,000 shares of common stock to Marcus Segal, an officer and
            director of the Company, in consideration for services previously
            rendered; and

      o     25,000 shares of common stock to F. Byson Farrill, a director of the
            Company, in consideration for services previously rendered.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our financial
statements and notes thereto included in this report.

Forward Looking Statements and Factors That May Affect Future Results and
Financial Condition

The statements contained in this "Management's Discussion and Analysis", with
the exception of historical facts, are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which reflect
our current expectations and beliefs regarding our future results of operations,
performance, and achievements. Forward-looking statements can also be identified
by words such as "anticipates," "expects," "believes," "plans," "predicts," and
similar terms. Forward-looking statements are not guarantees of future
performance and our actual results may differ significantly from the results
discussed in the forward-looking statements. These statements are subject to
risks and uncertainties and are based upon assumptions and beliefs that may or
may not materialize. These forward looking statements include, but are not
limited to, statements concerning:

o     the sufficiency of existing capital resources;

o     our ability to raise additional capital to fund cash requirements for
      future operations;

o     our ability to maintain sufficient energy reserves to fund and maintain
      operations;

o     uncertainties related to Star's future business prospects with possible
      future acquisitions;

o     the volatility of the stock market; and

o     general economic conditions.

We wish to caution readers that Star's operating results are subject to various
risks and uncertainties that could cause our actual results to differ materially
from those discussed or anticipated in this report. We also wish to advise
readers not to place any undue reliance on the forward looking statements
contained in this report, which reflect our beliefs and expectations only as of
the date of this report. We assume no obligation to update or revise these
forward looking statements to reflect new events or circumstances or any changes
in our beliefs or expectations, other than as required by law.

Our Business

Until October 6, 2006, Star was an independent oil and natural gas producer
involved in the exploration, development, production and sale of gas derived
from properties located in Webb County, West Texas. We realized production from
a total of five oil and gas wells known as the Galvan Ranch Gas Wells, which
were located in Webb County, Texas, each with a 15% working interest and a 12%
net revenue interest. The wells were on five separate parcels of land spread
over 425 acres of the Galvan Ranch. Depth of the producing intervals varied from
5,800 to 6,800 ft within the Olmos sand reservoir. The producing interval within
the Olmos sand reservoir where Star's wells were located had an average
thickness ranging from 75 to 100 feet with an average porosity ranging from 10
to 14%.


                                       9
<PAGE>

On March 24, 2006, Star had executed a letter of intent to acquire Terrabyte,
LLC, an oil and gas exploration company headquartered in Allegan, Michigan.
Subsequent to the three month period ended June 30, 2006, Star announced that
the parties had not been able to reach a mutually acceptable definitive
agreement and had ended all further negotiations.

On October 6, 2006, an Assignment and Bill of Sale was entered into between Star
and Ruairidh Campbell, a former officer and director of Star. Pursuant to such
assignment, Star agreed to assign to Mr. Campbell all of Star's interests in a
15% working interest (12% net revenue interest) in and to the five oil and gas
wells known as the Galvan Ranch Gas Wells, which are located in Webb County,
Texas. In consideration therefor, Mr. Campbell transferred to Star his 3,250,000
shares of Star's common stock held by him for cancellation and return to Star's
authorized but unissued common shares.

On October 6, 2006, Star acquired Volga-Neft Limited Company, a corporation
formed under the laws of the Russian Federation, Samara Region, Privolzhsky
("Volga"). On such date, Start purchased all of the issued and outstanding
shares of Volga from Volga's two shareholders, Dzhalovyan Artiir Andreasovich
and Dubrovskaya Olga AmUofyevna. In consideration therefor, Star issued to
Dzhalovyan Artiir Andreasovich and Dubrovskaya Olga AmUofyevna an aggregate of
10,000,000 shares of Star's common stock. Such issuance represented 25.6% of the
issued and outstanding shares of Star. As a result of the closing, Volga has
became a wholly owned subsidiary of Star.

Volga is engaged in the exploration, development and production of oil and gas
resources in the Russian Federation. Volga owns a parcel of land in Chapaevsk,
Russia, measuring approximately 30 000 square meters, on which Volga intends to
build an oil refinery. In addition, Volga owns sixty nine vehicles used for the
transportation of oil and inflammable loads. Volga employs approximately 185
persons.

Star's financial condition, results of operations and the carrying value of its
natural gas properties depends primarily upon the prices it receives for natural
gas production and the quantity of that production. Natural gas prices
historically have been volatile and are likely to continue to be volatile in the
future. This price volatility can immediately affect Star's available cash flow
which can in turn impact the availability of net cash flow for operations and
future capital expenditures. A drop in oil and natural gas prices could also
incur a write down of the carrying value of our properties as can a decrease in
production. Star's future success will depend on the level of gas prices and the
quantity of its production. Since production leads to the depletion of gas
reserves, Star's ability to develop or acquire additional economically
recoverable gas reserves is vital to its future success. Unless Star can obtain
such additional reserves, its current production will continue to decline which
will lead to a significant reduction in revenue.

Further, estimates of reserves and of future net revenue may vary substantially
depending, in part, on the assumptions made and may be subject to adjustment
either up or down in the future. Actual amounts of production, revenue, taxes,
development expenditures, operating expenses, and quantities of recoverable oil
and gas reserves to be encountered may vary substantially from the engineer's
estimates. Oil and gas reserve estimates are necessarily inexact and involve
matters of subjective and engineering judgment. If these estimates of
quantities, prices and costs prove inaccurate, and Star is unsuccessful in
increasing its producing gas wells, and/or declines in and instability of gas
prices occurs, then write downs in the capitalized costs associated with its gas
assets may be required. While Star believes that the estimated proved gas
reserves and estimated future net revenues are reasonable, there is no assurance
that certain revisions will not be made in the future.


                                       10
<PAGE>

Results of Operations

During the nine month period ended September 30, 2006, Star was engaged in
evaluating the operating efficiencies of its wells, overseeing the operation of
its gas assets, and involved in negotiating and drafting the letter of intent
and an agreement pertaining to Star's former intention to acquire Terrabyte,
LLC.

Three and nine month periods ended September 30, 2006 and 2005

Gross Revenue

Gross revenue for the three month period ended September 30, 2006 was $8,410 as
compared to $15,056 for the comparable period ended September 30, 2005, a
decrease of $6,646. Gross revenue for the nine month period ended September 30,
2006 was $33431 as compared to $40,077 for the comparable period ended September
30, 2005. The decrease in gross revenue over the comparative three month periods
can be attributed to a decrease in the prices realized for gas production over
the respective periods. Star expects to maintain relatively consistent gross
revenues over future periods due to gradual increases in gas prices which Star
expects to offset decreases in production.

Net Income/Loss

Net loss for the three month period ended September 30, 2006 was $(3,161) as
compared to $5,081 for the comparable period ended September 30, 2005, an
increase of $8,242 of net losses. Net loss for the nine month period ended
September 30, 2006 was $(56,138) as compared to net loss of $(4,123) for the
comparable period ended September 30, 2005, an increase of $52,015. The increase
of net loss over the comparative three and nine month periods can be primarily
attributed to an increase in general and administrative expenses. Star expects
to decrease net losses over future periods.

Expenses

General and administrative expenses for the three month period ended September
30, 2006 increased to $8,302 from $4,849 for the comparable period ended
September 30, 2005, an increase of $3,453. General and administrative expenses
for the nine month period ended September 30, 2006 increased to $73,109 from
$20,390 for the comparable period ended September 30, 2005, an increase of
$52,719. The increases in general administrative expenses over the three and
nine month comparative periods were primarily attributed to costs associated
with the intended acquisition of Terrabyte, LLC which included a $25,000 deposit
paid to Terrabyte, LLC during the current period. Star anticipates that general
and administrative expenses will decrease over future periods.

Production costs for the three month period ended September 30, 2006 decreased
to $2,487 from $4,169 for the comparable period ended September 30, 2005, a
decrease of 1,682. Production costs for the nine month period ended September
30, 2006 decreased to $13,849 from $20,870 for the comparable period ended
September 30, 2005, a decrease of 7,021. Direct production expenses include the
cost of maintaining the wells, access roads, miscellaneous expenses for soap,
solvent, gasoline or electricity and expenses such as those incurred in
swabbing, dozer work or rig time. The decrease in production costs over the
three and nine month comparative periods can be attributed to a decrease in
maintenance expenses incurred by Lewis. Star expects that productions costs will
remain relatively consistent in future periods.


                                       11
<PAGE>

Depletion expenses for the three month periods ended September 30, 2006, and
September 30, 2005 were $782 and $957, respectively. Depletion expenses for the
nine month periods ended September 30, 2006 and September 30, 2005 were $2,611
and $2,940, respectively.

Income Tax Expense (Benefit)

Star has an income tax benefit resulting from operations that will offset any
operating profit.

Impact of Inflation

Star believes that inflation has had a negligible effect on operations over the
past three years. Star believes that it can offset inflationary increases in
maintenance costs by increasing revenue and improving operating efficiencies.

Liquidity and Capital Resources

Cash flow used in operations for the nine month period ended September 30, 2006
was $(43,707) as compared to cash used in operations of $3,492 for the
comparable period ended September 30, 2005. The increase in cash flow used in
operations over the comparative nine month periods is primarily attributed to
the increase in net loss due to an increase in general and administrative costs
associated with the intended acquisition of Terrabyte, LLC. Star may continue to
use cash flow in operations in future periods.

Cash flow used in investing activities for the nine month period ended September
30, 2006 was $0 as compared to $0 for the nine month period ended September 30,
2005.

Cash flow provided by a note payable upon demand was $30,000 for the nine month
period ended September 30, 2006 as compared to cash flow provided by financing
activities of $0 for the nine month period ended September 30, 2005. The cash
flow provided by financing activities in the current period is attributed to a
note payable.

Star does not have sufficient cash on hand to fund its operations. There can be
no assurance that Star will generate sufficient cash flows to fund operations.
Star had no lines of credit or other bank financing arrangements as of September
30, 2006. Since any earnings, if realized, are anticipated to be reinvested in
operations, cash dividends are not expected to be paid in the foreseeable
future. Commitments for future capital expenditures were not material at
year-end.

Star has no defined benefit plan or contractual commitment with any of its
officers or directors.

Star has no current plans for the purchase or sale of any plant or equipment.

Star has no current plans to make any changes in the number of employees.

Critical Accounting Policies and Estimates

Accounting for Oil and Gas Property Costs. As more fully discussed in Note 1 to
the Financial Statements included with Star's Form 10-KSB for the year ended
December 31, 2005, Star (i) follows the successful efforts method of accounting
for the costs of its gas properties, (ii) amortizes such costs using the units
of production method, and (iii) evaluates its proven properties for impairment
whenever events or changes in circumstances indicate that their net book value
may not be recoverable. Adverse changes in conditions (primarily gas price
declines) could result in permanent write-downs in the carrying value of gas
properties as well as non-cash charges to operations that would not affect cash
flows.


                                       12
<PAGE>

Estimates of Proved Oil and Gas Reserves. An independent petroleum engineer
annually estimates Star's proven reserves. Reserve engineering is a subjective
process that is dependent upon the quality of available data and the
interpretation thereof. In addition, subsequent physical and economic factors
such as the results of drilling, testing, production and product prices may
justify revision of such estimates. Therefore, actual quantities, production
timing, and the value of reserves may differ substantially from estimates. A
reduction in proved reserves would result in an increase in depreciation,
depletion and amortization expense.

Estimates of Asset Retirement Obligations. In accordance with SFAS No 143, Star
makes estimates of future costs and the timing thereof in connection with
recording its future obligations to plug and abandon wells. Estimated
abandonment dates will be revised in the future based on changes to related
economic lives, which vary with product prices and production costs. Estimated
plugging costs may also be adjusted to reflect changing industry experience.
Increases in operating costs and decreases in product prices would increase the
estimated amount of the obligation and increase depreciation, depletion and
amortization expense. Cash flows would not be affected until costs to plug and
abandon were actually incurred.

ITEM 3. CONTROLS AND PROCEDURES

Star's chief executive officer and Star's chief financial officer are
responsible for establishing and maintaining disclosure controls and procedures
for Star.

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 ("Exchange Act"), as of September 30, 2006. Based on this
evaluation, our principal executive officer and our principal financial officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective and adequately designed to
ensure that the information required to be disclosed by us in the reports we
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the applicable rules and forms and that
such information was accumulated and communicated to our chief executive officer
and chief financial officer, in a manner that allowed for timely decisions
regarding required disclosure.

(b) Changes in Internal Controls

During the period ended September 30, 2006, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.


                                       13
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

      As described in the Current Report on Form 8-K filed by Star on October 6,
2006, Star acquired Volga-Neft Limited Company, a corporation formed under the
laws of the Russian Federation, Samara Region, Privolzhsky ("Volga"). On such
date, Start purchased all of the issued and outstanding shares of Volga from
Volga's two shareholders, Dzhalovyan Artiir Andreasovich and Dubrovskaya Olga
AmUofyevna. In consideration therefor, Star issued to Dzhalovyan Artiir
Andreasovich and Dubrovskaya Olga AmUofyevna an aggregate of 10,000,000 shares
of Star's common stock. Such issuance represented 25.6% of the issued and
outstanding shares of Star. As a result of the issuance, Volga became a wholly
owned subsidiary of Star. The sales of shares to the two sellers were made in
reliance on Section 4(2) of the 1933 Act, and rules and regulations promulgated
thereunder, as a transaction not involving any public offering. No advertising
or general solicitation was employed in the issuance of the shares.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.          Description                                 Where Found
-----------          -----------------                           ---------------
31.2                 Rule 13a-14(a)/15d14(a) Certifications      Attached Hereto
32.1                 Section 1350 Certifications                 Attached Hereto


                                       14
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this November 14, 2006.

STAR ENERGY CORPORATION

/s/ Marcus Segal
----------------
Marcus Segal
Chief Executive Officer, President, and Director
(Principal Executive, Financial, and Accounting Officer)


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