UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
                    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended March 31,
      2009[  ]
                    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ to__________Commission
      File Number:  333-146834





Windstar,
Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
                      N/A(State
      or other jurisdiction of incorporation or
    organization)
                      (IRS
      Employer Identification
No.)
  No
      47 Hala Pegoh,
                Taman
      Sri Pengkalan 31650
                Ipoh, Perak, Malaysia(Address
      of principal executive
offices)





(014) 327-4470(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





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





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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:  2,150,000 Common Shares as of April
30, 2009.




Table of Contents





TABLEOF
      CONTENTS
                          PagePART I – FINANCIAL INFORMATIONItem 1:
                          Financial Statements
                          3Item 2:
                          Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                          4Item 3:
                          Quantitative and Qualitative Disclosures About Market
      Risk
                          9Item 4T:
                          Controls and Procedures
                          9PART II – OTHER INFORMATIONItem 1:
                          Legal Proceedings
                          10Item 1A:
                          Risk Factors
                          10Item 2:
                          Unregistered Sales of Equity Securities and Use of
      Proceeds
                          10Item 3:
                          Defaults Upon Senior Securities
                          10Item 4:
                          Submission of Matters to a Vote of Security
      Holders
                          10Item 5:
                          Other Information
                          10Item 6:
                          Exhibits
                          10
  2
 Table of
Contents




PART
I - FINANCIAL INFORMATION





Item1.     Financial Statements





Our
      financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheets as of March 31, 2009 (unaudited) and September
      30, 2008 (audited);F-2
            Unaudited Statements of Operations for the three and six months
      ended March 31, 2009 and 2008, and period from September 6, 2007
      (Inception) to March 31, 2009;F-3
            Unaudited Statement of Stockholders’ Equity for period from
      September 6, 2007 (Inception) to March 31, 2009;F-4
            Unaudited Statements of Cash Flows for the six months ended
      March 31, 2009 and 2008, and period from September 6, 2007 (Inception) to
      March 31, 2009;F-5
            Notes to Financial
Statements;








These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the SEC instructions to Form 10-Q.  In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included.  Operating results for the interim period ended March
31, 2009 are not necessarily indicative of the results that can be expected for
the full year.




3
 Table of Contents


WINDSTAR, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of March 31, 2009 and September 30, 2008
 
 March
      31,
                                              2009
                                          
                                          September
      30,
                                              2008(unaudited)
                                          
                                          (audited)ASSETSCurrent
      AssetsCash
      and equivalents
                                          $
                                          -0-
                                          
                                          $
                                          -0-Prepaid
      expenses
                                          
                                          -0-
                                          
                                          
                                          -0-TOTAL
      ASSETS
                                          $
                                          -0-
                                          
                                          $
                                          -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITLiabilitiesCurrent
      LiabilitiesAccrued
      expenses
                                          $
                                          9,500
                                          
                                          $
                                          5,500Stockholders’
      DeficitCommon
      Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000 shares
      issued and outstanding
                                          
                                          2,150
                                          
                                          
                                          2,150Additional
      paid-in capital
                                          
                                          40,850
                                          
                                          
                                          40,850Deficit
      accumulated during the development stage
                                          
                                          (52,500)
                                          
                                          
                                          (48,500)Total
      stockholders’ deficit
                                          
                                          (9,500)
                                          
                                          
                                          (5,500)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                          $
                                          -0-
                                          
                                          $
                                          -0-
 
 See
accompanying notes to financial statements.
 F-1
 Table of Contents
 WINDSTAR, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (unaudited)
 Three
Months and Six Months Ended March 31, 2009 and 2008
 Period
from September 6, 2007 (Inception) to March 31, 2009
 
 Three
      Months Ended
                                                                    March 31, 2009
                                                            
                                                            Three
      Months Ended
                                                                    March 31, 2008
                                                            
                                                            Six
      Months Ended
                                                                    March 31, 2009
                                                            
                                                            Six
      Months Ended
                                                                  March 31, 2008
                                                            
                                                            Period
      from
                                                                    September
      6, 2007
                                                                    (Inception) to
                                                                    March 31, 2009Revenues
                                                            $
                                                            -0-
                                                            
                                                            $
                                                            -0-
                                                            
                                                            $
                                                            -0-
                                                            
                                                            $
                                                            -0-
                                                            
                                                            $
                                                            -0-Expenses
      :Professional
      fees
                                                            
                                                            2,000
                                                            
                                                            
                                                            2,000
                                                            
                                                            
                                                            4,000
                                                            
                                                            
                                                            39,000
                                                            
                                                            
                                                            52,500Net
      Loss
                                                            $
                                                            (2,000)
                                                            
                                                            $
                                                            (2,000)
                                                            
                                                            $
                                                            (4,000)
                                                            
                                                            $
                                                            (39,000)
                                                            
                                                            $
                                                            (52,500)Net
      loss per share:Basic
      and diluted
                                                            $
                                                            (0.00)
                                                            
                                                            $
                                                            (0.00)
                                                            
                                                            $
                                                            (0.00)
                                                            
                                                            $
                                                            (0.02)
                                                            
                                                            $
                                                            (0.02)Weighted
      average shares outstanding:Basic
      and diluted
                                                            
                                                            2,150,000
                                                            
                                                            
                                                            2,150,000
                                                            
                                                            
                                                            2,150,000
                                                            
                                                            
                                                            2,150,000
                                                            
                                                            
                                                            2,150,000
 
 See
accompanying notes to financial statements.
 F-2
 Table of Contents
 WINDSTAR, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)
 Period
from September 6, 2007 (Inception) to March 31, 2009
 
 Common
      stock
                  
                  Additional
                    paid-in
                  
                  Deficit
                    accumulated
                    during
      the developmentShares
                  
                  Amount
                  
                  capital
                  
                  stage
                  
                  TotalIssuance
      of common stockfor
      cash @$.001
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  -
                  
                  $
                  43,000Net
      loss for the period ended September 30, 2007
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (4,000)
                  
                  
                  (4,000)Balance,
      September 30, 2007
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (4,000)
                  
                  
                  39,000Net
      loss for the year ended September 30, 2008
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (44,500)
                  
                  
                  (44,500)Balance,
      September 30, 2008
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (48,500)
                  
                  
                  (5,500)Net
      loss for the six months ended March 31, 2009
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (4,000)
                  
                  
                  (4,000)Balance,
      March 31, 2009
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  (52,500)
                  
                  $
                  (9,500)
 
 See
accompanying notes to financial statements.
 F-3
 Table of Contents
 WINDSTAR, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (unaudited)
 Six
Months Ended March 31, 2009 and 2008
 Period
from September 6, 2007 (Inception) to March 31, 2009
 
 Six
      Months Ended
                                                      March 31, 2009
                                                
                                                Six
      Months Ended
                                                        March 31, 2008
                                                
                                                Period
      From
                                                          September 6, 2007
                                                          (Inception) to
                                                          March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                                $
                                                (4,000)
                                                
                                                $
                                                (39,000)
                                                
                                                $
                                                (52,500)Change
      in non-cash working capital itemsPrepaid
      expenses
                                                
                                                -0-
                                                
                                                
                                                4,000
                                                
                                                
                                                -0-Accrued
      expenses
                                                
                                                4,000
                                                
                                                
                                                -0-
                                                
                                                
                                                9,500CASH
      FLOWS USED BY OPERATING ACTIVITIES
                                                
                                                -0-
                                                
                                                
                                                (35,000)
                                                
                                                
                                                (43,000)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
                                                
                                                -0-
                                                
                                                
                                                -0-
                                                
                                                
                                                43,000CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                                                
                                                -0-
                                                
                                                
                                                -0-
                                                
                                                
                                                43,000NET
      INCREASE IN CASH
                                                
                                                -0-
                                                
                                                
                                                -0-
                                                
                                                
                                                -0-Cash,
      beginning of period
                                                
                                                -0-
                                                
                                                
                                                35,000
                                                
                                                
                                                -0-Cash,
      end of period
                                                $
                                                -0-
                                                
                                                $
                                                -0-
                                                
                                                $
                                                -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
                                                $
                                                -0-
                                                
                                                $
                                                -0-
                                                
                                                $
                                                -0-Income
      taxes paid
                                                $
                                                -0-
                                                
                                                $
                                                -0-
                                                
                                                $
                                                -0-
 
 See
accompanying notes to financial statements.
 F-4
 Table of Contents
 WINDSTAR, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Windstar,
Inc. (“Windstar”) is a development stage company and was incorporated in Nevada
on September 6, 2007.  The Company is developing a cooking smoke
purifier.  Windstar operates out of office space owned by a director
and stockholder of the Company.  The facilities are provided at no
charge.  There can be no assurances that the facilities will continue
to be provided at no charge in the future.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Basis of
Presentation
 
 The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s annual report filed with the SEC on Form
10-K.  In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein.  The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full
year.  Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements as of and
for the periods ended September 30, 2008 as reported in Form 10-K, have been
omitted.
 
 Cash and
Cash Equivalents
 
 Windstar
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At March 31, 2009 the Company had $0 of
cash.
 
 Fair
Value of Financial Instruments
 
 Windstar’s
financial instruments consist of cash and cash equivalents and accrued expenses.
The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
 
 F-5
 Table of Contents
 WINDSTAR,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles 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 the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Windstar
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
ACCRUED EXPENSES
 
 Accrued
expenses at March 31, 2009 consisted of an amounts owed for professional fees
for services rendered for periods through March 31, 2009.
 
 NOTE 3 –
INCOME TAXES
 
 For the
period ended March 31, 2009, Windstar has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $52,500 at March 31, 2009, and
will expire beginning in the year 2027.
 
 F-6
 Table of Contents
 WINDSTAR,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009
 
 NOTE 3 –
INCOME TAXES (continued)
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                          $
                          17,850Valuation
      allowance
                          
                          (17,850)Net
      deferred tax asset
                          $
                          -
 
 NOTE 4 –
LIQUIDITY AND GOING CONCERN
  Windstar
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.
  The
ability of Windstar to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.


F-7
 Table of Contents




Item2.     Management’s Discussion and
Analysis of Financial Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Plan
of Operation





We were
incorporated as “Windstar, Inc.” in the State of Nevada on September 6, 2007. We
are engaged in the business of developing, producing, and marketing an effective
and inexpensive air purification device. Our goal is to produce an improved air
purification device (our “Product”) specifically for removing the impurities
produced while cooking, and for recycling and redistributing the cleansed air
back into the kitchen. Our intention is to manufacture and distribute our
Product to residential consumers in the Philippines and other Asian countries
for everyday use in their homes. We are a development stage company and have not
generated any sales to date. Our product is still in the development stage and
is not yet ready for commercial sale. We plan to complete the development of our
product in the next six to twelve months.




4
 Table of Contents





Product
Development





Our
company’s goal is to produce an air purification device that is available to the
public at a price of $20 per unit, so as not to create a financial hardship on
families who would like cleaner kitchen air. We will achieve this goal by
continuing to develop our product using the best materials and methods available
to achieve the highest quality product at the lowest possible production
cost.





We intend
to continue to test and refine the design of the prototype of our Product over
the coming months. While we feel that our Product in its current form could
compete effectively in the marketplace, we plan to improve the design of our
Product to improve its filtration efficiency and reduce its production cost as
much as possible. Specifically, we are looking to achieve the
following:





§
            Creating
      the most effective purification system using the least amount of
      space;





§
            Making
      our product quieter and more energy efficient, to reduce consumer
      cost;





§
            Selecting
      the best materials available at the lowest cost
  possible





Depending
upon the success of our initial product, in the future we intend to add
additional components to give consumers more options and increase demand for our
products. We expect to incur roughly $10,000 on product development in the next
twelve months.





Production
and Distribution





We do not
currently have any manufacturing facilities. Our directors have contacted
several general manufacturers in the Philippines, and have begun negotiations
for the manufacture of our product on a contract basis. We are currently
negotiating price, payment, customer guarantee, shipping, inventory, delivery
schedule and returns. Production of our Product doesn’t require any facilities
or equipment beyond what is available at any general manufacturer. We could
contract with any general manufacturer to manufacture our product by following
our instructions. Most manufacturers already utilize the same materials we use
to create our Product, we simply need to provide the design and manufacturing
instructions. We do not anticipate renting a warehouse at this stage of our
business. The manufacturer we select to work with us will provide packaging,
storage, and shipping services for us as part of our agreement.





We intend
to sell our product in wholesale orders to large kitchen, home appliance, and
residential construction companies. Upon receiving a wholesale order, we will
arrange for manufacture and shipment of the Product to the customer at
pre-negotiated prices from the manufacturer. We anticipate wholesale orders will
be fulfilled within five business days of placing the order to the manufacturer.
Our Product will arrive at the customer fully assembled, with easy-to-follow
instructions for installation and use. As a result, production of our air
purifiers will not require us to procure any special facilities or
equipment.




5
 Table of Contents





Marketing
Strategy





The goal
of our company is for our air purification system to become the leading air
purification product in Asia. In order to achieve our goal, we intend to
complete the development of our initial product and introduce our product to the
kitchen and home appliance industries within the next twelve months. To increase
consumer awareness of our product among our potential customers, specifically
major kitchen retailers, we intend to specifically engage in the
following:





§
            Attending
      National and Regional Kitchen and Home Appliance Promotions, Events and
      Conferences: These are events and conferences managed by regional and
      central home appliance organizations to promote new kitchen products and
      technology. We plan to introduce our products to the home appliance
      merchants, retailers and wholesalers in attendance at these events. These
      events will also include trade meetings and promotional events and related
      seminars and conferences.





§
            Developing
      Direct Marketing Programs to Attract Retailers: We intend to market
      directly to retailers by conducting seminars, through the use of online
      advertisements, and through traditional media outlets such as newspapers
      and trade publications.





§
            Special
      Promotions: Initially, we intend to offer special promotions to a few
      major home appliance retailers by supplying them with a limited amount of
      our Product for sale or distribution to their general customers. Based on
      customer feedback, we anticipate these retailers will begin placing
      regular, wholesale orders with our
company.





§
            Product
      Demonstrations: We intend to send members of our sale team to various
      kitchen and home appliance supply stores and retailers to conduct live
      demonstrations of our product, including assembly, installation, and
      effectiveness.





We
anticipate that the costs associated with our initial marketing program will be
approximately $6,000. Additional Travel expenses associated with the
development, production, and marketing of our Product are expected to be
approximately $4,000.





Management
Expansion





We intend
to expand our current management team to retain directors, officers and
employees with experience relevant to our business focus. Our current officers
are highly skilled in technical areas such as research and product development,
and we are looking to add officers who have experience in marketing and business
management to expand our company more effectively.





Sales
Personnel





In the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan to
employ salespersons in the Philippines, and other Asian countries to promote and
sell our Product. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory.




6
 Table of Contents





Expenses





We
estimate the costs to implement our business strategy over the following twelve
months to be:





§
            Travel
      and Related expenses, which will consist primarily of our executive
      officers and directors visiting home appliance merchants, retailers and
      wholesalers in their sales efforts. We estimate travel and related
      expenses for the next twelve months will be approximately
      $4,000;





§
            Initial
      Marketing, which will consist of the marketing efforts discussed above,
      including direct marketing and attendance at trade shows. We estimate
      initial marketing expenses for the next twelve months will be
      approximately $6,000;





§
            Research
      and Development costs consist of developing and testing our Product and
      determining the best combination of materials and suppliers for
      production. We estimate that research and development costs for the next
      twelve months will be approximately
$10,000.





We
intend to obtain business capital through the use of private equity fundraising
or shareholder loans. We anticipate that, in time, the primary source of
revenues for our business model will be the sale of our Product.





Significant
Equipment





We do not
intend to purchase any significant equipment for the next twelve
months.





Results
of Operations for the Three and Six Months Ended March 31, 2009 and Period from
September 6, 2007 (Date of Inception) until March 31, 2009





We
generated no revenue for the period from September 6, 2007 (Date of Inception)
until March 31, 2009. We do not anticipate earning revenues until such time that
we refine our Product and successfully market it to our target consumers. We are
presently in the development stage of our business and we can provide no
assurance that we will successfully implement our business plan.





Our
Operating Expenses for the three months ended March 31, 2009 were $2,000,
consisting entirely of Professional Fees.  Our Operating Expenses for
the six months ended March 31, 2009 were $2,000, consisting entirely of
Professional Fees. Our Operating Expenses from September 6, 2007 (Date of
Inception) to March 31, 2009 were $52,500, consisting entirely of Professional
Fees. We, therefore, recorded a net loss of $4,000 for the three months ended
March 31, 2009, $4,000 for the six months ended March 31, 2009, and $52,500 for
the period from September 6, 2007 (Date of Inception) until March 31, 2009. Our
operating expenses are wholly attributable to professional fees associated with
the development of our business, legal and accounting expenses, and consulting
fees.





We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.




7
 Table of Contents





Liquidity
and Capital Resources





As of
March 31, 2009, we had no current assets. We had $9,500 in current liabilities
as of March 31, 2009. Thus, we have a working capital deficit of 9,500 as of
March 31, 2009. Our liabilities consist entirely of accrued expenses at March
31, 2009 for professional fees for services rendered for periods through March
31, 2009.





Operating
activities used $45,500 in cash for the period from September 6, 2007 (Date of
Inception) until March 31, 2009. Our net loss of $52,500 represented the causal
factor of our negative operating cash flow offset by accrued expenses of $9,500.
Financing Activities during the period from September 6, 2007 (Date of
Inception) until March 31, 2009 generated $43,000 in cash.





As of
March 31, 2009, we have insufficient cash to operate our business at the current
level for the next twelve months and insufficient cash to achieve our business
goals. The success of our business plan beyond the next 12 months is contingent
upon us obtaining additional financing. We intend to fund operations through
debt and/or equity financing arrangements, which may be insufficient to fund our
capital expenditures, working capital, or other cash requirements. We do not
have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.





Going
Concern





We have
negative working capital and have not yet received revenues from sales of
products or services. These factors create substantial doubt about our ability
to continue as a going concern. The financial statements contained herein do not
include any adjustment that might be necessary if we are unable to continue as a
going concern.





Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund out capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.





Off
Balance Sheet Arrangements





As of
March 31, 2009, there were no off balance sheet arrangements.




8
 Table of Contents





Item3.     Quantitative and Qualitative
Disclosures About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2009.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Siew Mee
Fam.  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of March 31, 2009, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended March
31, 2009.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
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 the 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
internal control. The design of any system 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.





9
 Table of Contents





PART
II – OTHER INFORMATION





Item1.     Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2009.





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
                      Description
      of Exhibit31.1
                      Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                      Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                      Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





10
 Table of Contents




SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Windstar,
      Inc.Date:
            April
      30, 2009By:       
      /s/ Siew Mee
      Fam
              Siew
      Mee Fam
              Title:Chief
      Executive Officer and
Director