SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM        10-KSB/A

| x | Annual report under Section 13 or 15(d) of the Securities                        Exchange Act of 1934 for the fiscal year ended December 31,                        2006. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| o | Transition report under Section 13 or 15(d) of the                        Securities Exchange Act of 1934 for the transition period from_________ to                        ________. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission file number: 000-29323

Star        Energy Corporation

(Name of        small business issuer as specified

in its        charter)

| Nevada                                                        | 87-0643634                          |
|---------------------------------------------------------------|-------------------------------------|
| (State or other jurisdiction ofincorporation or organization) | (IRS EmployerIdentification Number) |

 

317        Madison Avenue, New York, New York 10017

(Address        of Principal Executive Offices) (Zip Code)

Issuer’s Telephone Number: (212) 500-5006

Securities        registered under Section 12(b) of the Exchange Act: None

Securities        registered under Section 12(g) of the Exchange Act:

Common        Stock ($0.001 Par Value)

Title of        Class

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

Check if        there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B        contained in this form, and if no disclosure will be contained, to the best of        registrant’s knowledge, in definitive proxy or information statements incorporated by        reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB        o

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

The        issuer’s revenues for the fiscal year ended December 31, 2006, were        $32,923.

The        aggregate market value of the issuer’s common stock, $0.001 par value (the only class        of voting stock), held by non-affiliates as of June 15, 2007 was approximately        $75,886,500based on the average closing bid and asked prices for the        issuer’s common stock on May 31, 2007.

At        June 15, 2007, the number of shares outstanding of the issuer’s common stock,        $0.001 par value (the only class of voting stock), was 29,007,500shares.

Transition        Small Business Disclosure Format.        Yes o No        x

 

 

 

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**EXPLANATORY NOTE**

The        purpose of this Amendment is to refile Exhibits 31.1 and 31.2 which, in the original filing        of this Report, inadvertently omitted the date of their execution.

| **ITEM 13.** | **EXHIBITS**                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit No.  | Description                                                                                                                                                                                                                                                                                                                                                                                    |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1          | Articles of Incorporation of Star (incorporated by reference                        from the Form 10-SB filed with the Securities and Exchange Commission on                        February 3, 2000).                                                                                                                                                                                         |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2          | 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).                                                                                                                                                                                  |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.3          | Bylaws of Star (incorporated by reference from the Form                        10-SB filed with the Securities and Exchange Commission on February 3,                        2000).                                                                                                                                                                                                            |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.1          | Form of the Company’s 8% Secured Convertible Debenture                        due 2010 (incorporated by reference to Exhibit 4.1 from the Form 8-K filed                        with the Securities and Exchange Commission  on February 14,                        2007).                                                                                                          |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2          | Form of Common Stock Purchase Warrant (incorporated by                        reference to Exhibit 4.2 from the Form 8-K filed with the Securities and                        Exchange Commission on February 14, 2007).                                                                                                                                                                       |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3          | Form of Security Agreement dated as of February 9, 2007                        (incorporated by reference to Exhibit 4.3 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                                                                                     |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4          | Form of Subsidiary Guarantee dated as of February 9, 2007                        (incorporated by reference to Exhibit 4.4 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                                                                                   |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1         | 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).                                                     |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2         | Stock Purchase Agreement, dated October 6, 2006, among Star                        Energy Corporation, Volga-Neft Limited Company, and the shareholders of                        Volga-Neft Limited Company (incorporated by reference to Exhibit 10.1 from                        the Form 8-K filed with the Securities and Exchange Commission on October                        6, 2006). |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3         | Rescission Agreement of Stock Purchase Agreement dated June                        14, 2007, among Star Energy Corporation, Volga-Neft Limited Company, and                        the shareholders of Volga-Neft Limited Company (filed with the initial                        filing of this Annual Report on Form 10-KSB filed on June 19,                        2007).                   |
|         |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4         | Promissory Note dated June 14, 2007 issued by Volga-Neft                        Limited Company in favor of Star Energy Corporation (filed with the initial                        filing of this Annual Report on Form 10-KSB filed on June 19,                        2007).                                                                                                                 |

 

 

 

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| 10.5   | Assignment, Assumption and Release, dated as of June 14,                        2007, among Star Energy Corporation, Volga-Neft Limited Company and JSC                        Capital Department Stores (filed with the initial filing of this Annual                        Report on Form 10-KSB filed on June 19, 2007).     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.6   | Agreement, dated October 6, 2006, among Star Energy                        Corporation, Volga-Neft Limited Company, and IAB Island Ventures SA                        (incorporated by reference to Exhibit 10.2 from the Form 8-K filed with the                        Securities and Exchange Commission on October 6, 2006). |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.7   | Assignment and Bill of Sale, dated October 6, 2006, between                        Star Energy Corporation and Ruairidh Campbell (incorporated by reference to                        Exhibit 10.3 from the Form 8-K filed with the Securities and Exchange                        Commission on October 6, 2006).               |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.8   | Form of Securities Purchase Agreement dated as of February                        9, 2007 (incorporated by reference to Exhibit 10.1from the Form 8-K filed                        with the Securities and Exchange Commission on February 14,                        2007).                                                     |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.9   | Form of Registration Rights Agreement dated as of February                        9, 2007 (incorporated by reference to Exhibit 10.2 from the Form 8-K filed                        with the Securities and Exchange Commission on February 14,                        2007).                                                    |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.10  | Form of Lock-Up Agreement dated as of February 9,2007                        (incorporated by reference to Exhibit 10.3 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.11  | Agreement dated December 14, 2006 between Star Energy                        Corporation and Rodman & Renshaw (incorporated by reference to Exhibit                        10.4 from the Form 8-K filed with the Securities and Exchange Commission on                        February 14, 2007).                            |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.12  | Employment Agreement with Patrick J. Kealy (incorporated by                        reference to Exhibit 10.5 from the Form 8-K filed with the Securities and                        Exchange Commission on November 16, 2006).                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                             |
| 14.1   | 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).                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                             |
| *31.1  | 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                        2002                                                            |
|   |                                                                                                                                                                                                                                                                                                                             |
| *31.2  | 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                        2002                                                            |
|   |                                                                                                                                                                                                                                                                                                                             |
| 32.1   | 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 2002 (filed with the initial filing of this Annual                        Report on Form 10-KSB on June 19, 2007).                 |
|   |                                                                                                                                                                                                                                                                                                                             |
| 32.2   | 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 2002 (filed with the initial filing of this Annual                        Report on Form 10-KSB on June 19, 2007).                 |
|   |                                                                                                                                                                                                                                                                                                                             |

____________________

| * | Filed herewith. |
|---|-----------------|

 

 

 

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**SIGNATURES**

In        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this        registration statement to be signed on its behalf by the undersigned, thereunto duly        authorized, this 5th day of December, 2007.

|   | STAR ENERGY CORPORATION

                         

By:      /s/ Patrick J.                        Kealy                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | Patrick J. Kealy

Chief Executive Officer and President 

(Principal ExecutiveOfficer)

                                                                                                                                                                          |

 

 

 

 

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Exhibit        Index

| Exhibit No. | Description                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1         | Articles of Incorporation of Star (incorporated by reference                        from the Form 10-SB filed with the Securities and Exchange Commission on                        February 3, 2000).                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2         | 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).                                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.3         | Bylaws of Star (incorporated by reference from the Form                        10-SB filed with the Securities and Exchange Commission on February 3,                        2000).                                                                                                                                                                                                            |
| 4.1         | Form of the Company’s 8% Secured Convertible Debenture                        due 2010 (incorporated by reference to Exhibit 4.1 from the Form 8-K filed                        with the Securities and Exchange Commission  on February 14,                        2007).                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2         | Form of Common Stock Purchase Warrant (incorporated by                        reference to Exhibit 4.2 from the Form 8-K filed with the Securities and                        Exchange Commission on February 14, 2007).                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3         | Form of Security Agreement dated as of February 9, 2007                        (incorporated by reference to Exhibit 4.3 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4         | Form of Subsidiary Guarantee dated as of February 9, 2007                        (incorporated by reference to Exhibit 4.4 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1        | 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).                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2        | Stock Purchase Agreement, dated October 6, 2006, among Star                        Energy Corporation, Volga-Neft Limited Company, and the shareholders of                        Volga-Neft Limited Company (incorporated by reference to Exhibit 10.1 from                        the Form 8-K filed with the Securities and Exchange Commission on October                        6, 2006). |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3        | Rescission Agreement of Stock Purchase Agreement dated June                        14, 2007, among Star Energy Corporation, Volga-Neft Limited Company, and                        the shareholders of Volga-Neft Limited Company (filed with the initial                        filing of this Annual Report on Form 10-KSB filed on June 19,                        2007).                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4        | Promissory Note dated June 14, 2007 issued by Volga-Neft                        Limited Company in favor of Star Energy Corporation (filed with the initial                        filing of this Annual Report on Form 10-KSB filed on June 19,                        2007).                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.5        | Assignment, Assumption and Release, dated as of June 14,                        2007, among Star Energy Corporation, Volga-Neft Limited Company and JSC                        Capital Department Stores (filed with the initial filing of this Annual                        Report on Form 10-KSB filed on June 19, 2007).                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                           |

 

 

 

 

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| 10.6   | Agreement, dated October 6, 2006, among Star Energy                        Corporation, Volga-Neft Limited Company, and IAB Island Ventures SA                        (incorporated by reference to Exhibit 10.2 from the Form 8-K filed with the                        Securities and Exchange Commission on October 6, 2006). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.7   | Assignment and Bill of Sale, dated October 6, 2006, between                        Star Energy Corporation and Ruairidh Campbell (incorporated by reference to                        Exhibit 10.3 from the Form 8-K filed with the Securities and Exchange                        Commission on October 6, 2006).               |
| 10.8   | Form of Securities Purchase Agreement dated as of February                        9, 2007 (incorporated by reference to Exhibit 10.1from the Form 8-K filed                        with the Securities and Exchange Commission on February 14,                        2007).                                                     |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.9   | Form of Registration Rights Agreement dated as of February                        9, 2007 (incorporated by reference to Exhibit 10.2 from the Form 8-K filed                        with the Securities and Exchange Commission on February 14,                        2007).                                                    |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.10  | Form of Lock-Up Agreement dated as of February 9,2007                        (incorporated by reference to Exhibit 10.3 from the Form 8-K filed with the                        Securities and Exchange Commission on February 14, 2007).                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.11  | Agreement dated December 14, 2006 between Star Energy                        Corporation and Rodman & Renshaw (incorporated by reference to Exhibit                        10.4 from the Form 8-K filed with the Securities and Exchange Commission on                        February 14, 2007).                            |
|   |                                                                                                                                                                                                                                                                                                                             |
| 10.12  | Employment Agreement with Patrick J. Kealy (incorporated by                        reference to Exhibit 10.5 from the Form 8-K filed with the Securities and                        Exchange Commission on November 16, 2006).                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                             |
| 14.1   | 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).                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                             |
| *31.1  | 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                        2002.                                                           |
|   |                                                                                                                                                                                                                                                                                                                             |
| *31.2  | 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                        2002.                                                           |
|   |                                                                                                                                                                                                                                                                                                                             |
| 32.1   | 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 2002 (filed with the initial filing of this Annual                        Report on Form 10-KSB on June 19, 2007).                 |
|   |                                                                                                                                                                                                                                                                                                                             |
| 32.2   | 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 2002 (filed with the initial filing of this Annual                        Report on Form 10-KSB on June 19, 2007).                 |
|   |                                                                                                                                                                                                                                                                                                                             |

____________________

| * | Filed herewith. |
|---|-----------------|