TABLE OF CONTENTS



|          |                                                                                                        |  |  |      |  | 
|--------- | ------------------------------------------------------------------------------------------------------ |  |  | ---- |  | 
|          |                                                                                                        |  |  | Page
|          |                                                                                                        |  |  |     
|PART I.   |                                                                                                        |  |  |     
|          | Item       1.     Description of Business                                                              |  |  | 3    | 
|          | Item       2.     Description of Property                                                              |  |  | 7    | 
|          | Item       3.     Legal Proceedings                                                                    |  |  | 7    | 
|          | Item       4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 7    | 
|PART II.  |                                                                                                        |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 8    | 
|          | Item       6.     Managements's Discussion and Analysis or Plan of Operation                           |  |  | 8    | 
|          | Item       7.     Financial Statements                                                                 |  |  | 13   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 13   | 
|          | Item     8A.     Controls and Procedures                                                               |  |  | 13   | 
|PART III. |                                                                                                        |  |  |     
|          | Item       9.     Directors and Executive Officers                                                     |  |  | 13   | 
|          | Item     10.     Executive Compensation                                                                |  |  | 15   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                        |  |  | 16   | 
|          | Item     12.     Certain Relationships and Related Transactions                                        |  |  | 16   | 
|          | Item     13.     Exhibits                                                                              |  |  | 16   | 
|          | Item     14.     Principal Accountant Fees and Services                                                |  |  | 16   | 
|          | Signatures                                                                                             |  |  | 18   | 
|          | Index to Exhibits                                                                                      |  |  | 19   | 
|          |                                                                                                        |  |  |     

STAR ENERGY CORPORATION

FINANCIAL STATEMENTS

December 31, 2004 and 2003

INDEX

|                                                        | 
|------------------------------------------------------- | 
|                                                        | 
|                                                        | 
|Report of Independent Registered Public Accounting Firm | 
|                                                        | 
|Balance Sheets                                          | 
|                                                        | 
|Statements of Income                                    | 
|                                                        | 
|Statements of Stockholders' Equity (Deficit)            | 
|                                                        | 
|Statements of Cash Flows                                | 
|                                                        | 
|Notes to Financial Statements                           | 
|                                                        | 
|Supplemental Schedules on Oil and Gas Operations        | 

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                          
|----------- | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of Star (incorporated by reference from the Form 10-SB filed with the Securities and Exchange Commission on
February 3, 2000).                                                                                                             
|3(i)(b)     | *        | Amended Articles of Incorporation of Star (incorporated by reference from the Form 10-KSB filed with the Securities and Exchange
Commission on March 11, 2003).                                                                                                      
|3(ii)       | *        | Bylaws of Star (incorporated by reference from the Form 10-SB filed with the Securities and Exchange Commission on February 3, 2000).                                                                                                                                
|10(i)       | *        | Assignment and Bill of Sale between the Star and Monument Resources, Inc. in connection with that acquisition of the Galvan Ranch
wells interest (incorporated by reference from the Form 10-QSB filed with the Securities and Exchange Commission on July 17, 2003).
|14          | *        | Code of Ethics adopted March 1, 2004 (incorporated by reference from the Form 10-KSB filed with the Securities and Exchange
Commission on April 14, 2004).                                                                                                           
|31(a)       | Attached | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 20                                                                      
|31(b)       | Attached | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 20                                                                      
|32(a)       | Attached | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 200                                                                                                                 
|32(b)       | Attached | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 200                                                                                                                 

* Incorporated by reference from previous filings of Star.