FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                 Quarterly Report Under Section 13 or 15(d)
                   Of the Securities Exchange Act of 1934

                    For Quarter Ended September 30, 2005

                      Commission File Number 000-51012

                        IRON STAR DEVELOPMENT, INC.
           (Exact name of registrant as specified in its charter)

     UTAH                                                   87-0427336
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                         Identification No.)

                         175 South Main, No. 1212
                         Salt Lake City, Utah 84111
                  (Address of principal executive offices)

      Registrant's telephone number including area code:(801)596-3337


               Former Address, if changed since last report.


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the proceeding 12 months (or 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
                                                      ----          ----


As of September 30, 2005, Registrant had 307,899 shares of common stock,
par value of $.001 per share, issued and outstanding.

PART I

ITEM I - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared
by Iron Star Development, Inc. (the "Company", "Registrant", "we", "us", or
"our"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although we
believe that the disclosures are adequate to make the information presented
not misleading.

     In our opinion, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the
Company as of September 30, 2005, and the results of our operations from
January 1, 2005, through September 30, 2005.  The results of our operations
for such interim period is not necessarily indicative of the results to be
expected for the entire year.

























                                     2

                        Iron Star Development, Inc.
                               Balance Sheet
<Table>
<Caption>

                                                    September      December
                                                     30, 2005      31, 2004
                                                 ------------  ------------
<S>                                              <C>           <C>
                                   Assets
Total Assets                                     $     -       $     -
------------                                     ============  ============

                    Liabilities and Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable-Related Party                 $    11,311  $     4,372
  Taxes Payable                                          900           900
  Accounts Payable                                     -             -
                                                 ------------  ------------
     Total Liabilities                                12,211         5,272

Stockholders' Equity
--------------------

  Common Stock 100,000,000 Shares
   Authorized at $.001 Par Value;
   306,568 Shares Issued and Outstanding,
   Retroactively Restated                                 307          307
  Additional Paid in Capital                          (1,027)       (1,027)
  Accumulated Deficit since December 31, 2002
   when a deficit of $260,718 was eliminated
   in connection with a quasi-reorganization         (11,491)       (4,552)
                                                 ------------  ------------
     Total Stockholders' Equity                      (12,211)       (4,552)
                                                 ------------  ------------
     Total Liabilities and Stockholders' Equity  $     -       $     -
                                                 ============  ============





</Table>


               See accompanying notes to financial statements
                                     3

                        Iron Star Development, Inc.
                          Statement of Operations
<Table>
<Caption>

                                             For the Three Months Ended              For the Nine Months Ended
                                                   September 30,                         September 30,
                                   2005          2004          2005          2004
                               ------------  ------------  ------------  ------------
<S>                            <C>           <C>           <C>           <C>
Revenue                        $     -       $     -       $     -       $     -
-------                        ------------  ------------  ------------  ------------
Expenses
--------
 General and Administrative           1,087        -              6,939        -
                               ------------  ------------  ------------  ------------
  Total Expenses                      1,087        -              6,939        -

  Income (Loss) From
  Operations                        (1,087)        -            (6,939)        -
                               ------------  ------------  ------------  ------------
  Income (Loss) Before Taxes        (1,087)        -            (6,939)        -

  Taxes                              -             -             -             -
                               ------------  ------------  ------------  ------------
  Net (Loss)                   $    (1,087)  $     -       $    (6,939)  $     -
                               ============  ============  ============  ============

  Loss Per Common Share        $     -       $     -       $      (.02)  $     -
                               ============  ============  ============  ============
  Weighted Average
  Outstanding Shares
  Retroactively Restated           307,899       306,568       307,899       306,568
                               ============  ============  ============  ============



</Table>


              See accompanying notes to financial statements.
                                     4

                        Iron Star Development, Inc.
                          Statement of Cash Flows
<Table>
<Caption>

                                                          For the Nine   For the Nine
                                                          Months Ended   Months Ended
                                                         September 30,  September 30,
                                                              2005           2004
                                                         -------------  -------------
<S>                                                      <C>            <C>
Cash Flows from Operating Activities
------------------------------------
 Net Loss                                                $     (5,852)  $      -
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Increase (Decrease) in Taxes Payable                         -              -
   Increase (Decrease) Accounts Payable-Related Party           5,852          -
   Increase (Decrease) in Accounts Payable                      -              -
                                                         -------------  -------------
   Net Cash Provided by
   Operating Activities                                         -              -

Cash Flows from Investing Activities                            -              -
------------------------------------                     -------------  -------------

   Net Cash Provided by
   Investing Activities                                         -              -

Cash Flows from Financing Activities                            -              -
------------------------------------                     -------------  -------------

   Net Cash Provided by
   Financing Activities                                         -              -
                                                         -------------  -------------
   Net Increase (Decrease) In Cash                              -              -

   Cash, Beginning of Period                                    -              -
                                                         -------------  -------------
   Cash, End of Period                                   $      -       $      -
                                                         =============  =============
Supplemental Cash Flow Information
----------------------------------
  Interest                                               $      -       $      -
  Income Taxes                                                  -              -

</Table>

              See accompanying notes to financial statements.
                                     5

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                             September 30, 2005

NOTE 1 - CORPORATE HISTORY
--------------------------

Iron Star Development, Inc. (the "Company") was incorporated in Utah on
October 18, 1985, as Brittany Development, Inc.,  for the purpose of
engaging in any legal activity the board of directors see appropriate.

The board of directors feel that the Company does not meet the criteria of
a development stage company (as defined in SFAS 7 "ACCOUNTING AND REPORTING
BY DEVELOPMENT STAGE ENTERPRISES") primarily because it is not currently
producing or marketing a product or service.  However, the Company is
currently seeking a business opportunity to merge with or acquire, but to
date has not located any such business opportunities.  There is no
assurance that the Company will be successful in finding any business
opportunity to merge with or acquire.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.

Earnings (Loss) Per Share - The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results could
differ from those estimates.

NOTE 3 -INCOME TAXES
--------------------

The Company adopted Statement of Financial Accounting Standards No. 109
"ACCOUNTING FOR INCOME TAXES" in the fiscal year ended December 31, 2002
and has applied the provisions of the statement to the current year which
resulted in no significant adjustment.

Statement of Financial Accounting Standards No. 109 " ACCOUNTING FOR INCOME
TAXES" requires an asset and liability approach for financial accounting
and reporting for income tax purposes.  This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for future tax consequences of events that have
been recognized in the financial statements or tax returns.



                                     6

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                             September 30, 2005

NOTE 3 -INCOME TAXES -continued-
--------------------------------

Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes.
There were no temporary differences at December 31, 2003 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.

The Company has cumulative net operating loss carryforwards of
approximately $110 at December 31, 2003.  No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards
is not presently determinable.  Accordingly, the potential tax benefits of
the net operating loss carryforwards, estimated based upon current tax
rates at December 31, 2003 have been offset by valuation reserves in the
same amount.  The net operating losses begin to expire in 2023.

NOTE 4 - QUASI-REORGANIZATION
-----------------------------

The Board of Directors determined that it would be in the best interest of
the Company to implement a quasi-reorganization effective December 31,
2002.  The effect of this transaction is that $260,718 of accumulated
deficit was charged to additional paid-in capital.  The quasi-
reorganization adjustment will have no effect on the Company's cash flow or
tax basis but result in a balance sheet that better reflects the financial
position of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

During 2002 through 2005, the president of the Company has paid $11,311 of
operating expenses in behalf of the Company.  The Company intends on
repaying the President when funds are available to do so.

NOTE 6 - GOING CONCERN
----------------------

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business.  Currently, the Company has no cash or other material assets,
nor does it have an established source of revenues sufficient to cover any
anticipated operating costs to allow it to continue as a going concern.  It
is the intent of the Company to find additional capital funding and/or a
profitable business venture to acquire or merge.









                                     7

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                             September 30, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

Any goodwill impairment loss recognized as a result of the transitional
goodwill impairment test will be recorded as a cumulative effect of a
change in accounting principle no later than the end of fiscal year 2002.
The adoption of SFAS No. 142 had no material impact on the Company's
consolidated financial statements.  SFAS No. 143 establishes accounting
standards for the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost.  It also provides
accounting guidance for legal obligations associated with the retirement of
tangible long-lived assets.  SFAS No. 143 is effective in fiscal years
beginning after June 15, 2002, with early adoption permitted.  The Company
expects that the provisions of SFAS No. 143 will not have a material impact
on its results of operations and financial position upon adoption.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations.  SFAS No.
144 superseded Statement of Financial Accounting Standards No. 121,
"ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF" (SFAS No. 121), and APB Opinion No. 30,
"REPORTING THE RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF
A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY
OCCURRING EVENTS AND TRANSACTIONS".  The Company SFAS No. 144 effective
January 1, 2002.  The adoption of SFAS No. 144 had no material impact on
the Company's financial statements.

In April 2002, the FASB issued Statement No. 145, "RECISSION OF FASB
STATEMENTS NO. 4, 44 AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND
TECHNICAL CORRECTIONS."  This Statement rescinds FASB Statement No. 4,
"REPORTING GAINS AND LOSSES FROM EXTINGUISHMENT OF DEBT", and an amendment
of that Statement, FASB Statement No. 64, "EXTINGUISHMENT OF DEBT MADE TO
SATISFY SINKING-FUND REQUIREMENTS" and FASB Statement No. 44, "ACCOUNTING
FOR INTANGIBLE ASSETS OF MOTOR CARRIERS".  This Statement amends FASB
Statement No. 13, "ACCOUNTING FOR LEASES", to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions.  The Company does
not expect the adoption to have a material impact to the Company's
financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES."  This Statement addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF) Issue
No. 94-3, "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS
AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A
RESTRUCTURING)."  The provisions of this Statement are effective for exit
or disposal activities that are initiated after December 31, 2002, with



                                     8

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                               June 30, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS -continued-
-----------------------------------------------------

early application encouraged.  The Company does not expect the adoption of
have a material impact to the Company's financial position or results of
operations.

In October 2002, the FASB issued Statement No. 147, "ACQUISITION OF CERTAIN
FINANCIAL INSTITUTIONS - AN AMENDMENT OF FASB STATEMENTS NO. 72 AND 144 AND
FASB INTERPRETATION NO. 9", which removes acquisition of financial
institutions from the scope of both Statement 72 and Interpretation  9 and
requires that those transactions be accounted for in accordance with
Statements No. 141, Business Combinations, and No. 142, Goodwill and Other
Intangible Assets.  In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to
include in its scope long-term customer-relationship intangible asset of
financial institutions such as depositor - and borrower-relationship
intangible assets and credit cardholder intangible assets.  Consequently,
those intangible assets are subject to the same undiscounted cash flow
recoverability test and impairment loss recognition and measurement
provisions that Statement 144 requires for other long-lived assets that are
held and used.

In November 2002, the FASB issued "INTERPRETATION NO. 45, "GUARANTOR'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING GUARANTEES
OF INDEBTEDNESS OF OTHERS," ("FIN 45").  FIN 45 requires us to recognize,
at the inception of a guarantee, a liability for the fair value of the
obligation undertaken in the issuance of the guarantee.  FIN 45 is
effective for guarantees issued or modified after December 31, 2002.  The
disclosure requirements effective for the year ending December 31, 2002
expand the disclosures required by a guarantor about its obligations under
a guarantee.  The adoption of the disclosure requirements of this statement
did not impact our financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED
COMPENSATION TRANSITION AND DISCLOSURE an amendment of FAS 123.  SFAS No.
148 amends SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to
provide alternative methods of transition for an entity that voluntarily
changes to the fair value based method of accounting for stock-based
employee compensation.  It also amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-
based employee compensation.  This Statement also amends APB Opinion No.
28, Interim Financial Reporting, to require disclosure about those effects
in interim financial information.  SFAS No. 148 is effective for annual and
interim periods beginning after December 15, 2002.  The adoption of the
interim disclosure provisions of SFAS No. 148 did not have nay impact on
the Company's financial position, results of operations or cash flows.


                                     9

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                             September 30, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS -continued-
-----------------------------------------------------

In January 2003, the Emerging Issues Task Force ("EITF") issued EITF Issue
No. 00-21, ACCOUNTING FOR REVENUE ARRANGEMENTS WITH MULTIPLE DELIVERABLES.
This consensus addresses certain aspects of accounting by a vendor for
arrangements under which it will perform multiple revenue-generating
activities, specifically, how to determine whether an arrangement involving
multiple deliverables contains more than one unit of accounting.  EITF
Issue No. 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003, or entities may elect to
report the change in accounting as a cumulative-effect adjustment.  The
adoption of EITF Issue No. 00-21 did not have a material impact on the
Company's financial statements.

In January 2003, the FASB issued Interpretation ("FIN") No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES.  Until this interpretation, a
company generally included another entity in its consolidated financial
statements only if it controlled the entity through voting interests.  FIN
No. 46 requires a variable interest entity, as defined, to be consolidated
by a company if that company is subject to a majority of the risk of loss
from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns.  FIN No. 46 is effective for
reporting periods ending after December 15, 2003.  The adoption of FIN No.
46 did not have nay impact on the Company's consolidated financial
statements.

In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which amends and clarifies
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
SFAS No. 133.  SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003.  The adoption of SFAS No. 149 will not have an impact on the
Company's consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY.  SFAS No.
150 changes the accounting guidance for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine"
equity by now requiring those instruments to be reported as liabilities.
SFAS No. 150 also requires disclosure relating to the terms of those
instruments and settlement alternatives.  SFAS No. 150 is generally
effective for all financial instruments entered into or modified after May
31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003.  The adoption of SFAS No. 150 did not
have any impact on the Company's financial statements.



                                     10

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                             September 30, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS -continued-
-----------------------------------------------------

In December 2003, the SEC issued SAB No. 104.  SAB No. 104 revises or
rescinds portions of the interpretative guidance included in Topic 13 of
the codification of staff accounting bulletins in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations.  It also rescinds the
Revenue Recognition in Financial Statements Frequently Asked Questions and
Answers document issued in conjunction with Topic 13.  Selected portions of
that document have been incorporated into Topic 13.  The adoption of SAB
No. 104 in December 2003 did not have any impact on the Company's financial
position, results of operations or cash flows.

NOTE 8 - REVERSE STOCK SPLIT
----------------------------

On July 7, 2004, the Company elected to undergo a reverse stock split on
the basis of one hundred shares into one share of the Company's common
stock.  The split is reflected in the balance sheet as of the audit date
and as of September 30, 2005.

NOTE 9 - SUBSEQUENT EVENT
-------------------------

On October 24, 2005, a term sheet was entered into among Call Key Limited,
Highgate House Funds Ltd., the Company, and Wallace Boyack.  On that same
date the Company entered into two terms sheets.  One was between the
Company and Highgate House Funds Ltd. for a bridge note in the amount of
$800,000 (hereafter "Bridge Term Sheet").  The other term sheet was
regarding a shareholder equity distribution agreement between the Company
and Cornell Capital Partners LP.

Under the Bridge Term Sheet, the Company agreed to issue bridge notes to
Highgate in an amount of up to $800,000 (the "Bridge Notes") and to issue
Highgate warrants for up to 160,000 shares of common stock for a term of
three years with an exercise price of $0.001 (the "Warrants").  In exchange
for the purchase of the Bridge Notes, the Company will grant Highgate a
security interest in all of its assets and will issue shares of common
stock in an amount equal to five time the total amount of the Bridge Notes
to be held in escrow in the event of a default (the "Escrow Shares").

The Bridge Notes when issued will have a term of eighteen months and will
bear interest at ten per cent per annum. The Company may redeem the Bridge
Notes prior to their maturity at a price equal to 120% of the face amount
redeemed plus any accrued interest.  Highgate at its option may convert all
or some of the Bridge Notes plus any accrued and unpaid interest into
shares of the Company common stock at the price of $1.00 per share.

As a condition to closing, the Company shall have entered into a Standby
Equity Distribution Agreement ("SEDA") with Cornell Capital Partners, LP
("Cornell"), agreed to a written use of proceeds from the Bridge Notes, and
executed all documents related to the Bridge Notes.

                                     11

On October 24, 2005, the Company entered into a term sheet with Cornell
pursuant to which Cornell shall commit to purchase over two years from the
date of the effectiveness of a registration statement described below up to
$10,000,000 of the Company's common stock in increments of $1,000,000 (each
such increment, an "Advance"). The purchase price shall be 97% of the
lowest daily volume weighted average price of the common stock during the
five consecutive trading days after notice is given requesting an advance.

The Company is required to file a registration statement with the U.S.
Securities and Exchange Commission to register the resale of the Company's
common stock issued to Cornell pursuant to the SEDA.  The registration
statement shall include the shares of common stock underlying the Warrants
and the Escrow Shares.

The Company entered into a term sheet (the "Merger Term Sheet") with
CallKey Group Limited ("CallKey") under which the parties have agreed to
enter into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") by and among the Company, CallKey and a to be formed wholly-
owned subsidiary of the Company ("Merger Corp.").  Under the Merger Term
Sheet, Merger Corp. will merge with and into CallKey (the "Merger"), as a
result of which the Company will acquire all of the issued and outstanding
shares of CallKey and thereby CallKey will become a wholly owned subsidiary
of the Company.

CallKey shareholders will receive 10,776,080 shares of the Company common
stock and the shareholders of the Company immediately prior to the Merger
will retain 307,888 shares of common stock of the Company 115,542 of which
shares shall be returned by Wallace Boyack to the Company's treasury.  The
Company shall issue its consultant, Viking Investments Group II, Inc.,
1,231,552 shares of the Company's common stock for its services.  After
giving effect to the Merger, the shares of common stock into which the
Bridge Notes are convertible and the Warrants, the Company will have
approximately 13,275,520 shares of common stock issued and outstanding.

The Merger Term Sheet further provides that the Company Board of Directors
after the closing of the Merger shall consist of five members. Also, it is
contemplated that the current officers and directors of the Company shall
resign and simultaneously appoint new directors and such executive officers
as determined by CallKey.  All securities issued pursuant to the Merger
will be "restricted" stock and subject to all applicable re-sale
restrictions specified in the federal and state securities laws.

The parties' obligation to consummate the Merger are subject to certain
closing conditions including (i) obtaining all necessary board of director,
shareholder and third party consents; and (ii) satisfactory completion of
all necessary technical and legal due diligence by the parties.

Call Key has agreed that through January 22, 2006, (the "Exclusivity
Period") it will not enter into any agreement or consummate any transaction
with any third party, in whatever form other than in the ordinary course of
business  (including, without limitation,  joint venture, sale, license,
distribution agreement, etc.) or enter into any other transaction that
would preclude the consummation of the transactions contemplated by the
Merger Agreement.

Since October 24, 2005, there have been negotiations and discussions
regarding the various agreements including the retainer agreement for legal
representation and the SEDA.  Both the retainer agreement and the SEDA will
most likely be terminated and canceled. The negotiations are ongoing and no
assurance can be given that the transactions contemplated by the agreements
including the merger with CallKey and discussed herein will be completed
and consummated.

                                     12

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

Plan of Operations.

     We have not engaged in any material operations during the period ended
September 30, 2005.  Over the past several years we have not engaged in any
material operations other than matters pertaining to our corporate
existence.  We intend to continue to seek the acquisition of assets,
property, or business that may be beneficial to us and our shareholders.

     Our only foreseeable cash requirements during the next twelve month
period will relate to maintaining our status as a corporate entity,
complying with the periodic reporting requirements of the U.S. Securities
and Exchange Commission, and evaluating and reviewing possible business
ventures and opportunities.  We do not anticipate raising additional
capital in the next twelve months. If additional funds are required, it is
anticipated that management will advance such funds as loans to us or we
will issue shares for the funds advanced.  Any loan will not be on terms
less favorable than we could obtain from a commercial lender.

Result of Operations.

     For the quarter ended September 30, 2005, we had limited operations.
During the quarter ended September 30, 2005, we had no revenues and
incurred expenses of $1,087 with a net loss of $(1,087) compared to no
revenues and no expenses and no net loss for the same period a year
earlier.

     For the nine month period ended September 30, 2005, we had no revenues
and incurred expenses of $6,939 with a net loss of $(6,939) compared to no
revenues and no expenses and no net loss for the same period a year
earlier.

     This Report makes certain forward-looking statements.  We advise
readers that actual results may differ substantially from such forward-
looking statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
those expressed in or implied by the statements, including but not limited
to, the following: our ability to find a suitable business venture that
will benefit us, our ability to investigate a potential business venture,
and our ability to determine all information about a business venture.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Based on an evaluation
under the supervision and with the participation of our management as of a
date within 90 days of the filing date of this amended Quarterly Report on
Form 10-QSB, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures, as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934, are effective to ensure that information required to be disclosed
in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
SEC rules and forms.


                                     13

Changes in Internal Controls.  We had no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.  There were no
significant deficiencies or material weaknesses, and therefore there were
no corrective actions taken.  However, the design of any system of controls
is based in part upon certain assumptions about the likelihood of future
events and there is no certainty that any design will succeed in achieving
its stated goal under all potential future considerations regardless of how
remote.

                                  Part II.

Item 1. Legal Proceedings.  None, not applicable.

Item 2. Changes in Securities. None, not applicable.

Item 3. Defaults upon Senior Securities. None, not applicable.

Item 4. Matters Submitted to a Vote of the Company's Shareholders. None,
not applicable.

Item 5. Other Information. The Company filed a report on Form 8-K on
October 28, 2005. On October 24, 2005, a term sheet was entered into among
Call Key Limited, Highgate House Funds Ltd., the Company, and Wallace
Boyack.  On that same date the Company entered into two terms sheets.  One
was between the Company and Highgate House Funds Ltd. for a bridge note in
the amount of $800,000 (hereafter "Bridge Term Sheet").  The other term
sheet was regarding a standby equity distribution agreement between the
Company and Cornell Capital Partners LP.

Under the Bridge Term Sheet, the Company agreed to issue bridge notes to
Highgate in an amount of up to $800,000 (the "Bridge Notes") and to issue
Highgate warrants for up to 160,000 shares of common stock for a term of
three years with an exercise price of $0.001 (the "Warrants").  In exchange
for the purchase of the Bridge Notes, the Company will grant Highgate a
security interest in all of its assets and will issue shares of common
stock in an amount equal to five time the total amount of the Bridge Notes
to be held in escrow in the event of a default (the "Escrow Shares").

The Bridge Notes when issued will have a term of eighteen months and will
bear interest at ten per cent per annum. The Company may redeem the Bridge
Notes prior to their maturity at a price equal to 120% of the face amount
redeemed plus any accrued interest.  Highgate at its option may convert all
or some of the Bridge Notes plus any accrued and unpaid interest into
shares of the Company common stock at the price of $1.00 per share.

As a condition to closing, the Company shall have entered into a Standby
Equity Distribution Agreement ("SEDA") with Cornell Capital Partners, LP
("Cornell"), agreed to a written use of proceeds from the Bridge Notes, and
executed all documents related to the Bridge Notes.

On October 24, 2005, the Company entered into a term sheet with Cornell
pursuant to which Cornell shall commit to purchase over two years from the
date of the effectiveness of a registration statement described below up to
$10,000,000 of the Company's common stock in increments of $1,000,000 (each
such increment, an "Advance"). The purchase price shall be 97% of the
lowest daily volume weighted average price of the common stock during the
five consecutive trading days after notice is given requesting an advance.

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The Company is required to file a registration statement with the U.S.
Securities and Exchange Commission to register the resale of the Company's
common stock issued to Cornell pursuant to the SEDA.  The registration
statement shall include the shares of common stock underlying the Warrants
and the Escrow Shares.

The Company entered into a term sheet (the "Merger Term Sheet") with
CallKey Group Limited ("CallKey") under which the parties have agreed to
enter into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") by and among the Company, CallKey and a to be formed wholly-
owned subsidiary of the Company ("Merger Corp.").  Under the Merger Term
Sheet, Merger Corp. will merge with and into CallKey (the "Merger"), as a
result of which the Company will acquire all of the issued and outstanding
shares of CallKey and thereby CallKey will become a wholly owned subsidiary
of the Company.

CallKey shareholders will receive 10,776,080 shares of the Company common
stock and the shareholders of the Company immediately prior to the Merger
will retain 307,888 shares of common stock of the Company 115,542 of which
shares shall be returned by Wallace Boyack to the Company's treasury.  The
Company shall issue its consultant, Viking Investments Group II, Inc.,
1,231,552 shares of the Company's common stock for its services.  After
giving effect to the Merger, the shares of common stock into which the
Bridge Notes are convertible and the Warrants, the Company will have
approximately 13,275,520 shares of common stock issued and outstanding.

The Merger Term Sheet further provides that the Company's Board of
Directors after the closing of the Merger shall consist of five members.
Also, it is contemplated that the current officers and directors of the
Company shall resign and simultaneously appoint new directors and such
executive officers as determined by CallKey.  All securities issued
pursuant to the Merger will be "restricted" stock and subject to all
applicable re-sale restrictions specified in the federal and state
securities laws.

The parties' obligation to consummate the Merger are subject to certain
closing conditions including (i) obtaining all necessary board of director,
shareholder and third party consents; and (ii) satisfactory completion of
all necessary technical and legal due diligence by the parties.

Call Key has agreed that through January 22, 2006, (the "Exclusivity
Period") it will not enter into any agreement or consummate any transaction
with any third party, in whatever form other than in the ordinary course of
business  (including, without limitation,  joint venture, sale, license,
distribution agreement, etc.) or enter into any other transaction that
would preclude the consummation of the transactions contemplated by the
Merger Agreement.

Since October 24, 2005, there have been negotiations and discussions
regarding the various agreements including the retainer agreement for legal
representation and the SEDA.  Both the retainer agreement and the SEDA will
most likely be terminated and canceled. The negotiations are ongoing and no
assurance can be given that the transactions contemplated by the agreements
including the merger with CallKey and discussed herein will be completed
and consummated.


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Item 6. Exhibits and Reports on Form 8-K.
     A. EXHIBITS

No.    Description
3(i)   Restated Articles of Incorporation-previously filed.
 (ii)  Bylaws-previously filed.
10.1   Letter of Intent dated October 24, 2005, regarding a Merger by and
       among CallKey Group Limited, Iron Star development, Inc., Highgate
       House Funds, Ltd., and Wallace Boyack.
10.2   Term Sheet dated October 24, 2005, regarding the Bridge Notes
       between Iron Star Development, Inc., and Highgate House Funds, Ltd.
10.3   Term Sheet dated October 24, 2005, regarding the SEDA between Iron
       Star Development, Inc., and Cornell Capital Partners, LP.
33.1   Certification pursuant to Section 302.
33.2   Certification pursuant to Section 302.

       B. Reports on Form 8-K.

       During the period on approximately October 28, 2005, we filed one
report on Form 8-K.




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                                 Signatures

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

Date November 15, 2004

Iron Star International, Inc.


By s/Wallace Boyack
-------------------------------------
President and Chief Executive Officer

By s/Wallace Boyack
-------------------------------------
Chief Financial Officer








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