UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB

 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                   For the fiscal year ended December 31, 2006

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934


 For the transition period from ______________________ to _____________________


                         Commission file number 0-27229


                             WORLDSTAR ENERGY, CORP.
                 ______________________________________________
                 (Name of small business issuer in its charter)


            NEVADA                                             88-0409163
_______________________________                            ___________________
(State or other jurisdiction of                            (I.R.S.  Employer
incorporation or organization)                             Identification No.)


          1177 WEST HASTINGS STREET, SUITE 1901, VANCOUVER, BC V6E 2K3
          ____________________________________________________________
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number (604) 434-5256


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

                                 Not applicable.

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

                    COMMON STOCK , WITH A PAR VALUE OF $0.001
                    _________________________________________
                                (Title of class)


                                      -1-

<PAGE>


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 [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and 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 [ X ].

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

The issuer's revenues for its most recent fiscal year were Nil.

Based  on the  closing  sale  price  of $2.50  for our  common  stock on the OTC
Bulletin  Board on March 23, 2007,  the  aggregate  market value of  outstanding
shares of common stock held by non-affiliates was approximately $1,575,335.

As of March 23 2007,  630,134 shares of our common stock,  $.001 par value, were
outstanding.

Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]


                                      -2-

<PAGE>
<TABLE>
<CAPTION>


                                      INDEX


<S>                                                                                                              <C>
PART 1
       ITEM 1 DESCRIPTION OF BUSINESS                                                                             6
                      HISTORY                                                                                     6
                      MONGOLIAN ACQUISITION                                                                       7
                      PLAN OF OPERATION                                                                           8
                      COMPLIANCE WITH GOVERNMENT REGULATION                                                       8
                      EMPLOYEES                                                                                   8
                      SUBSIDIARIES                                                                                8
                      RISK FACTORS                                                                                8

       ITEM 2 DESCRIPTION OF PROPERTY                                                                            12

       ITEM 3 LEGAL PROCEEDINGS                                                                                  12

       ITEM 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS                                               12

PART II
       ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                           12
                      MARKET INFORMATION                                                                         12
                      HOLDERS                                                                                    12
                      DIVIDENDS                                                                                  13
                      SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS                         13
                      RECENT SALE OF UNREGISTERED SECURITIES                                                     13

       ITEM 6 MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION                                            13
                      GENERAL                                                                                    13
                      FINANCIAL CONDITION                                                                        14

       ITEM 7 FINANCIAL STATEMENTS                                                                               14
       ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING MATTERS AND FINANCIAL DISCLOSURE 26

       ITEM 8A    CONTROLS AND PROCEDURES                                                                        27
                      EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES                                        27
                      CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING                                       27

PART III
       ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
                      WITH SECTION 16(A) OF THE EXCHANGE ACT                                                     28
                      THAI SENG (RICHARD) TAY, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR                   28
                      MICHAEL W. KINLEY, CHIEF FINANCIAL OFFICER AND DIRECTOR                                    28
                      AUDIT COMMITTEE                                                                            29
                      FAMILY RELATIONSHIPS                                                                       29
                      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS                                                   29
                      SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE                                              29

<PAGE>


       ITEM 10    EXECUTIVE COMPENSATION                                                                         30
                      SUMMARY COMPENSATION TABLE                                                                 30
                      STOCK OPTIONS                                                                              30
                      DIRECTOR COMPENSATION TABLE                                                                30
                      EMPLOYMENT AGREEMENTS                                                                      30

       ITEM 11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS                                                                31
                      PRINCIPAL STOCKHOLDERS                                                                     31

       ITEM 12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 31

       ITEM 13    EXHIBITS                                                                                       32

       ITEM 14    PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         33
                      OTHER                                                                                      33


CERTIFICATIONS                                                                                                   34

</TABLE>


                                      -4-



<PAGE>


FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements.  These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may",  "will",
"should",   "expects",   "plans",   "anticipates",    "believes",   "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or other
comparable terminology.  These statements are only predictions and involve known
and unknown risks,  uncertainties and other factors,  including the risks in the
section  entitled "Risk  Factors",  that may cause our or our industry's  actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.

                                      -5-

<PAGE>


PART I

ITEM 1.           DESCRIPTION OF BUSINESS

HISTORY

As used in this annual report, the terms "we", "us", "our", and "WorldStar" mean
WorldStar Energy, Corp., unless otherwise indicated.

We were  incorporated  on November 8, 1996 under the laws of the State of Nevada
under the name Flintrock  Financial  Services,  Inc. Concurrent with the reverse
merger  with  Tysa  Corporation  on March 1, 2000 we  changed  our name to Auteo
Media,  Inc.  effective  March 14, 2000. On April 1, 2005 we changed our name to
WorldStar Energy, Corp.

We  have  been  inactive  for  approximately  the  last  four  years  and may be
considered a "shell"  company  because we have no material assets or operations.
Our  administration  is effected  through our corporate office located at 1901 -
1177 W. Hastings Street, Street, Vancouver, British Columbia, Canada V6E 2K3. In
previous  years,  we conducted an automotive  communications  business  offering
online and  point-of-purchase  marketing,  commerce  and  customer  relationship
systems to auto dealerships,  but in July 2002 we sold  substantially all of the
assets  relating to our primary data  collection  business to Trader  Publishing
Company (Trader) for $1,500,000,  less certain hold backs. Trader is the largest
automotive classifieds company in the United States.

On July 29,  2002,  we filed a tender  offer  statement,  as  amended,  with the
Securities and Exchange  Commission  (SEC) wherein we offered to purchase all of
the  issued  and  outstanding  shares of our  common  stock,  together  with the
associated  rights, for $0.14 net per share in cash. The tender offer expired on
August 29, 2002. Pursuant to the tender offer, we re-purchased 5,595,869 shares,
representing approximately 76% of the outstanding shares of our common stock.

Since the sale of our  operations  in 2002,  we have been  engaged in seeking to
acquire  an  active  business  so that we may  cease  to be  shell  company.  We
commenced our development stage effective January 1, 2004.

On  January  26,  2005,  we entered  into a share  exchange  agreement  (the WEC
Agreement) with WorldStar Energy Corp (WEC), a private British Columbia company,
whereby we agreed to acquire 100% of WEC's  outstanding  shares in consideration
of the  issuance  of  31,000,000  of our  shares.  WEC had an 80%  interest in a
methanol joint venture project in Indonesia, which it held through its 80% owned
subsidiary,  PT MubaStar International,  the remaining 20% of which was owned by
PT Muba Chemicals, an Indonesian state-owned company.

Effective  February 28,  2005,  we appointed  Dohan and Company,  CPA's,  as our
independent  auditors to replace Mr. Kyle Tingle who resigned effective the same
date.

We filed a definitive 14C  information  statement on March 18, 2005 with the SEC
in connection  with our proposed  issuance of the  31,000,000  shares to acquire
WEC, and certain  amendments  to our articles of  incorporation  increasing  our
authorized capital to 100,000,000 shares and changing our name WorldStar Energy,
Corp.  The WEC  transaction  did not close,  and on March 27, 2006, we announced
that we would not be making further  investments in connection  with WEC and the
proposed  Indonesian  methanol plant, due principally to a lack of financing for
the project.

Effective May 9, 2006, we appointed  Telford  Sadovnik,  P.L.L.C.,  CPA's as our
independent  auditors to replace  Dohan and  Company  who  declined to stand for
re-appointment.

                                      -6-

<PAGE>


Effective  February 23, 2007,  in  connection  with our planned  acquisition  of
National  Base,  we appointed  Pannell Kerr  Forster,  Vancouver,  Canada (PKF -
Vancouver)  as  our  independent  auditors  to  replace  Telford  Sadovnik.  PKF
Vancouver is registered with the Public Company Accounting  Oversight Board, and
will be able to provide the audit  services we will require for filings with the
SEC in connection with our National Base acquisition.

MONGOLIAN ACQUISITION

On February 12, 2007, we entered into a share purchase agreement with Jewel Star
Group Limited (Jewel), a BVI corporation controlled by Chinese businessman, Thai
Seng  ("Richard") Tay, to acquire Jewel's  subsidiary,  National Base Investment
Limited  (National  Base),  through  which we will  acquire an  approximate  51%
interest in 50 mineral  exploration  licenses in Mongolia.  To acquire  National
Base we have agreed to issue to Jewel 30 million Worldstar shares with an agreed
value of US$0.25 per share,  plus pay Jewel $1,300,000 in cash on closing of the
transaction,  for total  consideration  of $8,860,000.  to Jewel. As part of the
transaction  we have agreed to lend  $3,700,000 to a 51%  subsidiary of Jewel in
order to discharge its  liabilities  in connection  with acquiring the Mongolian
licenses,  and we have raised $5,500,000  through a private placement to a group
of  overseas  investors  of  22,000,000  of our  common  shares to fund the cash
portion of the  transactions  and to provide  approximately  $500,000 of working
capital.  We agreed to pay a finder's fee of  2,200,000 of our common  shares in
respect of the private placement. On February 5, 2007 Mr. Tay became our CEO and
a  director,  and Mr.  Michael  Kinley,  our former CEO and sole  director,  has
remained as our CFO and a director.

National Base owns 98% of Bulgan Gold Investment  Ltd., a Hong Kong  corporation
which in turn owns 52% of Bulgan Gold (HK) Limited. The other 48% of Bulgan Gold
(HK)  Limited  shares  are  owned  by Mr.  Hady  Hartanto  (18%),  a  Hong  Kong
businessman and Mr.  Radnaabazar  Bazar (30%), a Mongolian  businessman.  Bulgan
Gold (HK)  Limited  owns  100% of Bulgan  Gold  LLC,  a  newly-formed  Mongolian
corporation. Bulgan Gold LLC owns 100% of the Mongolian licenses.

The Mongolian licenses cover an aggregate of some 817,000 hectares (8,200 square
kilometers) of lands believed to be prospective for base and precious  minerals.
The Mongolian licenses cover numerous mineral  occurrences which were originally
documented  during  the Soviet  era in the 1960s and 1970s and  subsequently  by
others into the late 1990s. The Mongolian licenses are currently being organized
into a portfolio and exploration  targets  prioritized.  Future exploration work
will be aimed at further  delineating and expanding the known  mineralization on
the Mongolian licenses.  As well,  prospecting work and data base reviews of the
other historical work will be undertaken. The Mongolian licences were originally
acquired by a company  controlled  by Richard Tay from a company  controlled  by
Radnaabazar Bazar in an arm's length transaction.

Closing of the  acquisition  of National  Base is subject to  completion  of our
ongoing due  diligence,  completion  of the private  placement,  preparation  of
required  geological  reports,  financial  statements,  receipt of  professional
opinions  and other  closing  conditions  customary  for a  transaction  of this
nature. Prior to completion of the acquisition of National Base, Bulgan Mongolia
is expected to retain  certain  geologists  and technical  employees to continue
performing  work on the  property.  These  persons are expected to include chief
geologist Mr.  Chuluunbat Dash, who has 37 years  exploration  experience in the
region, as well as two Chinese-educated  geologists, Prof. Dr Zhang Peiqiang and
Senior  Geologist  Zou Jianping,  each of whom has over 20 years'  experience in
Asian exploration  programs.  We are in negotiation for an option to acquire the
48% of  Bulgan  Gold  (HK)  Limited  that we will  not own upon  closing  of the
acquisition  of  National  Base,  and we are  investigating  a  further  private
placement of our shares to raise  additional  funds for carrying out exploration
activities on the lands subject to the Mongolian  licences after we complete the
acquisition of National Base.

Although  there can be no assurance that we will be successful in completing the
acquisition  of National  Base, we are working to achieve that goal in the first
half of calendar 2007.


PLAN OF OPERATION

                                      -7-

<PAGE>


From January 26, 2005,  when we entered into the WEC  Agreement,  to March 2006,
when we announced that we would not pursue the WEC transaction  further, we were
engaged in trying to  complete  the WEC  transaction.  For the period from March
2006 when we abandoned the WEC transaction to December 31, 2006, we did not have
an active business,  but were again engaged in seeking a business opportunity or
transaction that would provide us with an active business.

Our plan of operations is to complete the  acquisition  of National Base so that
we will  cease to be a shell  company  and will  become  a  mineral  exploration
company engaged in the exploration of the Mongolian licences.  Until the closing
of our  acquisition  of National  Base,  we will  continue to operate as a shell
company.  Although  there  can be no  assurance  that we will be  successful  in
completing the acquisition of National Base, we anticipate that transaction will
complete in the first half of calendar 2007.

Because we are a shell company with nominal assets and no operations, it will be
necessary  for us to  obtain  financing  (i) to pay our  ongoing  operating  and
administrative  expenses,  including our audit and other  professional  expenses
associated  with our reporting  obligations  under the United States  SECURITIES
EXCHANGE ACT OF 1934 (the Exchange Act),  (ii) costs  associated with completing
the  acquisition  of National  Base, or in the event that  transaction  does not
complete,  costs associated with locating and acquiring  another  business,  and
(iii)  funding our mining  operations  in  Mongolia,  assuming  we complete  the
acquisition  of  National  Base,  or in the  event  that  transaction  does  not
complete,  funding the  operations of any business in which we may be successful
in acquiring an interest. There can be no assurance we will be able to raise any
funds for any purposes,  including the funds necessary to undertake  exploration
activities in Mongolia, assuming we are successful in completing the acquisition
of National Base. In the event we are unable to raise  sufficient  funds, we may
be forced to halt all operations.

COMPLIANCE WITH GOVERNMENT REGULATION

There is no governmental regulation of which we are aware that currently affects
our  company.  If we complete  the  acquisition  of National  Base and  commence
mineral  exploration  activities in Mongolia,  we will become subject to various
national and local laws and regulations in Mongolia,  which govern  prospecting,
development, mining, production, exports, taxes, labour standards,  occupational
health, waste disposal,  protection of the environment,  mine safety,  hazardous
substances and other matters.

EMPLOYEES

We have no  employees  as of the  date of this  annual  report  other  than  our
officers.  If we are successful in completing the  acquisition of National Base,
we expect to increase our employees,  both full and  part-time,  to enable us to
continue  the  exploration  activities  currently  ongoing  under the  Mongolian
licences.

SUBSIDIARIES

We do not have any subsidiaries.  If we succeed in completing the acquisition of
National Base, we will have four subsidiaries.

RISK FACTORS

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
annual  report  before  investing in our common  stock.  If any of the following
risks occur, our business,  operating  results and financial  condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

                                      -8-

<PAGE>

WE WILL REQUIRE ADDITIONAL FINANCING TO PURSUE OUR PLAN OF OPERATIONS, AND IF WE
DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We will need to obtain  additional  financing  in order to pursue  our  business
plan.  As of December 31, 2006,  we had cash in the amount of $Nil. We currently
do not have any  operations  and we have no income.  Our business plan calls for
significant  expenses in connection  with the proposed  acquisition  of National
Base, which we cannot guarantee will occur,  and,  assuming we are successful in
completing  the  acquisition,  to pursue the full  exploration  of the Mongolian
licences. We are currently in the process of arranging financing, however, there
can be no assurance that we will be able to raise any such financing or that the
amounts  raised will be sufficient to pursue our business plan. Our inability to
obtain  additional  financing in a sufficient  amount when needed and upon terms
and conditions  acceptable to us could have a materially adverse effect upon our
company.  The most likely  source of future funds  presently  available to us is
through the sale of equity  capital.  If additional  funds are raised by issuing
equity securities, further dilution to existing or future shareholders is likely
to result.  If adequate funds are not available on acceptable terms when needed,
we may be required to delay,  scale back or  eliminate  the  development  of any
business  opportunity that we acquire.  Inadequate funding could also impair our
ability to compete in the marketplace,  which might result in the dissolution of
our company.

BECAUSE WE HAVE NOT RE-COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We have not had an active  business  since 2002.  We have never been involved in
mineral exploration in Mongolia or anywhere else and accordingly, we have no way
to evaluate the likelihood that our business will be successful.  Since the sale
of our business in 2002,  we have been  involved  primarily  seeking a potential
business acquisition. We have not earned any revenues since 2002, and have never
been  profitable.  Potential  investors  should  be  aware  of the  difficulties
normally  encountered by new mineral exploration  companies and the high rate of
failure of such  enterprises.  The  likelihood  of success must be considered in
light  of  the  problems,  expenses,  difficulties,   complications  and  delays
encountered  in connection  with the business  that we plan to undertake.  These
potential  problems  include,  but are not  limited to,  unanticipated  problems
relating to, among other things,  the risks inherent in the mineral  exploration
business and expenditures that may exceed current estimates.

WE ANTICIPATE THAT WE WILL INCUR INCREASED  OPERATING EXPENSES WITHOUT REALIZING
ANY REVENUES IN THE NEAR TERM. We therefore expect to incur  significant  losses
into the foreseeable future. If we are unable to generate  significant  revenues
from our  business or raise  additional  financing,  we will not be able to earn
profits  or  continue  operations.  There is no  history  upon which to base any
assumption  as to the  likelihood  that  we  will  prove  successful,  and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations.  If we are unsuccessful in addressing these risks, our business will
most likely fail.

THERE CAN BE NO ASSURANCE THAT WE WILL COMPLETE THE ACQUISITION OF NATIONAL BASE
We have entered into a share purchase agreement to acquire all of the issued and
outstanding  shares  of  National  Base  and  currently  are in the  process  of
attempting  to close upon the various  conditions  precedent to that  agreement.
There can be no  assurance  that we will  complete the  acquisition  of National
Base. In addition,  there are a number of risks  associated with the business of
mining  exploration  in  Mongolia,  any of which  could have a material  adverse
effect on the business,  operating  results and financial  condition of National
Base as a result of which  investors may lose all or a part of their  investment
in our company.

THE MINING  INDUSTRY IS HIGHLY  COMPETITIVE  IN ALL OF ITS PHASES AND WE WILL BE
COMPETING  WITH  OTHER  EXPLORATION  COMPANIES  MANY OF WHO ARE  LARGER AND HAVE
GREATER ASSETS AND FINANCIAL STRENGTH THAN WE DO. If we complete the acquisition
of National Base, we will become a junior mineral resource  exploration company.
We will compete with other mineral resource exploration  companies for financing
and for the acquisition of new mineral properties.  Many of the mineral resource
exploration  companies  with whom we will  compete have  greater  financial  and
technical resources than those available to us.  Accordingly,  these competitors
may be able to spend greater amounts on  acquisitions  of mineral  properties of
merit,  on exploration  of their mineral  properties and on development of their
mineral  properties.  In  addition,  they may be able to afford more  geological
expertise  in  the  targeting  and  exploration  of  mineral  properties.   This

                                      -9-

<PAGE>

competition  could result in competitors  having  mineral  properties of greater
quality  and  interest  to  prospective  investors  who may  finance  additional
exploration and  development.  This  competition  could adversely  impact on our
ability to achieve the financing necessary for us to conduct further exploration
of our mineral properties.

We will also  compete  with  other  junior  mineral  exploration  companies  for
financing  from a  limited  number  of  investors  that  are  prepared  to  make
investments in junior mineral exploration  companies.  The presence of competing
junior mineral exploration  companies may have an impact on our ability to raise
additional capital in order to fund our exploration programs if investors are of
the view that  investments in competitors are more attractive based on the merit
of the mineral  properties under  investigation  and the price of the investment
offered to investors.

Competition  and  unforeseen  limited  sources of supplies in the industry could
result in occasional spot shortages of supplies,  such as drilling rigs, that we
might  need to conduct  exploration.  In  Mongolia,  our  partner  is  currently
attempting to secure the necessary exploration contractors.  We will continually
attempt to locate products, equipment and materials as needed. If we cannot find
the products  and  equipment  we need,  we will have to suspend our  exploration
plans until we do find the products and equipment we need.

OUR AUDITORS HAVE EXPRESSED A CONCERN ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

For the year ended December 31, 2006, we incurred a net loss of $380,674 (2005 -
$211,868)  from  continuing  operations.  We do not  anticipate  generating  any
significant  revenues for some significant  period of time after we complete the
acquisition  of National Base or complete  some other  business  combination  or
acquisition.  We also have an accumulated deficit of $361,741 as at December 31,
2006, plus a deficit of $726,924  accumulated  during the  development  stage to
December  31, 2006.  The  auditor's  report on our  December 31, 2006  financial
statements contains an additional  explanatory paragraph which identifies issues
that raise  substantial  doubt about our ability to continue as a going concern.
The financial  statements do not include any  adjustment  that might result from
the outcome of this uncertainty. There is substantial doubt about our ability to
continue  as  a  going  concern  due  to  the  losses   incurred  to  date,  our
stockholders' deficiency, and lack of revenues.


IF WE  COMPLETE  THE  ACQUISITION  OF  NATIONAL  BASE,  WE  WILL  NEED  TO  GROW
SIGNIFICANTLY  TO DEVELOP OUR  BUSINESS AND PURSUE THE FULL  EXPLORATION  OF THE
MONGOLIAN LICENCES.  IF WE ARE UNSUCCESSFUL IN MANAGING OUR GROWTH, OUR BUSINESS
MAY SUFFER.

Our ability to achieve any planned growth upon the  acquisition of National Base
or any other  suitable  business  opportunity  or business  combination  will be
dependent upon a number of factors including, but not limited to, our ability to
hire,  train and assimilate  management and other  employees and the adequacy of
our financial resources. In addition,  there can be no assurance that we will be
able to  manage  successfully  our  acquisition  of  National  Base or any other
business  opportunity  or business  combination.  Failure to manage  anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.

"PENNY STOCK" RULES MAY RESTRICT THE MARKET FOR OUR COMMON STOCK

Our shares of common stock are subject to rules  promulgated by the SEC relating
to "penny  stocks,"  which apply to  companies  whose shares are not traded on a
national stock  exchange or on the NASDAQ  system,  trade at less than $5.00 per
share, or who do not meet certain other financial  requirements specified by the
SEC.  These rules require  brokers who sell "penny stocks" to persons other than
established   customers  and   "accredited   investors"   to  complete   certain
documentation,  make suitability  inquiries of investors,  and provide investors
with  certain  information  concerning  the risks of  trading  in the such penny
stocks.  These rules may  discourage  or restrict the ability of brokers to sell
our shares of common stock and may affect the secondary market for our shares of

                                      -10-

<PAGE>

common  stock.  These  rules could also hamper our ability to raise funds in the
primary market for our shares of common stock.

THE PRICE OF OUR COMMON STOCK MAY BE VERY VOLATILE.

Our shares of common  stock are  currently  publicly  traded on the OTC Bulletin
Board of the National Association of Securities Dealers,  Inc. The trading price
of our shares of common  stock has been  subject to wide  fluctuations.  Trading
prices of our shares of common  stock may  fluctuate  in response to a number of
factors,  many of which  will be  beyond  our  control.  The  stock  market  has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating  performance of companies with no
current  business  operation.  There can be no assurance that trading prices and
price earnings ratios previously  experienced by our shares of common stock will
be matched or maintained.  These broad market and industry factors may adversely
affect  the  market  price of our  shares of  common  stock,  regardless  of our
operating  performance.  In the past,  following  periods of  volatility  in the
market price of a company's securities,  securities  class-action litigation has
often  been  instituted.  Such  litigation,  if  instituted,   could  result  in
substantial  costs  for  us  and  a  diversion  of  management's  attention  and
resources.


                                      -11-

<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

One of our directors,  Michael  Kinley,  provides office space at 1901 - 1177 W.
Hastings Street, British Columbia V6E 2K3 to us free of charge.

ITEM 3.  LEGAL PROCEEDINGS

There are no  material  pending  legal  proceedings  against us or either of our
directors,  nor are we or either of our directors involved as a plaintiff in any
material pending litigation.

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

There  were no matters  submitted  to a vote of the  securityholders  during the
fourth quarter of our fiscal year ended December 31, 2006.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our  common  stock  is  quoted  on the  OTC  Bulletin  Board  under  the  symbol
"WSTR"(formerly "AUOM", and "AUTM"). Our common stock began quotation on the OTC
Bulletin Board on March 1, 2000. The following  quotations  reflect the high and
low bids for our common  stock  based on  inter-dealer  prices,  without  retail
mark-up, mark-down or commission and may not represent actual transactions.  The
high and low prices of our common stock  (obtained  from Canada  Stockwatch  and
Yahoo Finance) for the periods indicated below are as follows:

           QUARTER ENDED                HIGH            LOW

         December 31, 2006             $0.52           $0.30
         September 30, 2006            $0.70           $0.25
         June 30, 2006                 $1.25           $0.25
         March 31, 2006                $8.00           $1.25
         December 31, 2005             $6.00           $3.00
         September 30, 2005            $5.25           $3.50
         June 30, 2005                 $14.90          $4.05
         March 31, 2005                $20.00          $8.00

Our  shares  of common  stock  are  issued in  registered  form.  Pacific  Stock
Transfer,  500 E.  Warm  Springs  Road,  Suite  240,  Las  Vegas,  Nevada  89120
(Telephone  702.361.3033,  facsimile 702.433.1979) is the registrar and transfer
agent for our shares of common stock.

HOLDERS

As of the date of this Annual Report, we have 630,134 shares of our common stock
outstanding and 62 stockholders of record.



DIVIDENDS

                                      -12-

<PAGE>


We have not declared or paid any cash dividends since inception nor do we intend
to do so in future. Although there are no restrictions that limit our ability to
pay  dividends  on our  shares  of  common  stock,  except  that  we may not pay
dividends if such payment would render us insolvent,  we intend to retain future
earnings for use in our operations and the expansion of our business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the date of our most recently  completed  fiscal year, we did not have any
compensation  plans,  including  individual  compensation plans, under which our
equity securities are authorized for issuance.

RECENT SALES OF UNREGISTERED SECURITIES

During the fiscal years ended  December 31, 2004 and 2005,  we did not issue any
of our securities.

We have reported sales of securities  without  registration under the Securities
Act during our fiscal year ended  December 31, 2006 on the  following  Quarterly
Reports on Form 10-QSB and  Current  Reports on Form 8-K that we have filed with
the Securities and Exchange Commission.

----------------------------------------- -------------------------------
REPORT                                    DATE OF FILING WITH SEC
----------------------------------------- -------------------------------
Quarterly Report on Form 10-QSB           May 22, 2006
----------------------------------------- -------------------------------
Quarterly Report on Form 10-QSB           August 11, 2006
----------------------------------------- -------------------------------
Quarterly Report on Form 10-QSB           November 13, 2006
----------------------------------------- -------------------------------

We have not completed any sales of securities without  registration  pursuant to
the United States  SECURITIES  ACT OF 1933 during the fiscal year ended December
31,  2006  that  were not  reported  on the  Quarterly  Reports  on Form  10-QSB
described above.

In addition, in December 2006 we agreed to issue 500,000 shares to a director to
settle $179,705 of debt.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATIONS

Since the sale of our automotive communications business in 2002, we have had no
operations  or material  assets other than the cash from the Trader sale.  Since
that time we have been trying to acquire a business,  property or other  assets,
or some combination  thereof either through purchase,  merger,  consolidation or
other means so that we could cease to be a shell company.

We initially  identified the WEC  acquisition as our intended  acquisition,  but
were forced to abandon that  transaction in March 2006,  when we determined that
the financing necessary to make the venture viable was not available.

We  have  entered  into a  share  purchase  agreement  in  connection  with  the
acquisition  of all of the  issued  and  outstanding  shares of  National  Base.
However,  there can be no assurance  that the  acquisition of National Base will
proceed.

The  acquisition  of  National  Base would  represent a change in control of our
company.  For  accounting  purposes,  this change of control would  constitute a
recapitalization of the company, and the acquisition would be accounted for as a
reverse merger whereby the legal acquirer, WorldStar, is treated as the acquired
entity and the legal  subsidiary,  National  Base,  is treated as the  acquiring
company with the continuing operations.

                                      -13-

<PAGE>


Our plan of operation for the next twelve months is as follows:

     o    we plan to complete the  acquisition  of National Base, as a result of
          which  our  business  will  change  to that of a  mineral  exploration
          company; and
     o    we plan to pursue the  exploration  of the Mongolian  licences and are
          currently in the process of conducting  due diligence to determine the
          activities to be undertaken in that regard.  More detail regarding our
          plan of operations  will be contained in the Form 8 K to be filed with
          the SEC if the acquisition of National Base proceeds.

FINANCIAL CONDITION

We had cash in the amount of $Nil as of December 31, 2006, and as of the date of
this annual report we have approximately $310,000. Our planned expenditures over
the next twelve months are expected to amount to  approximately  $7,000,000  and
will exceed our cash reserves and working capital.  We presently have sufficient
cash to fund our  operations  for more than the next six months,  not  including
exploration  expenditures..  We  anticipate  that  we  will  require  additional
financing in the amount of  approximately  $10,000,000  in order to pay expenses
associated  with the  acquisition  and  continued  exploration  of the Mongolian
licences  for the  next  twelve  months.  We are  currently  seeking  additional
financing, however, there can be no assurance that we will obtain such financing
in the amount required or on terms  favourable to us. If we are unable to obtain
additional financing, we may have to abandon our business activities and plan of
operations.

Beyond  the  next  twelve  months,  we will be  required  to  obtain  additional
financing in order to continue with our plan of operations. We believe that debt
financing will not be an alternative for funding our plan of operations as we do
not have  tangible  assets to secure any debt  financing or cash flow to support
debt service.  It is anticipated that additional  funding will be in the form of
equity  financing  from the sale of our common  stock.  We are in the process of
seeking  additional  financing.  However,  we cannot provide  investors with any
assurance that we will be able to raise sufficient  funding from the sale of our
common  stock to fund  our  plan of  operations.  Even if we are  successful  in
obtaining equity financing to fund our plan of operations, there is no assurance
that we will  obtain the  funding  necessary  to  continue to pursue the plan of
operations.  If we do not  obtain  additional  financing,  we may be  forced  to
abandon our business activities and plan of operations.

Assuming  that we  complete  the  acquisition  of  National  Base,  we expect to
increase the number of our employees or contract service providers to between 10
and 20,  depending on the results of our due diligence  inquiries into what will
be required to continue exploration on the Mongolian licenses. Any such increase
will be subject to our financial position and our available funds.

ITEM 7.  FINANCIAL STATEMENTS

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  conformity  with  United  States  Generally  Accepted   Accounting
Principles.


                                      -14-



<PAGE>






                             WORLDSTAR ENERGY, CORP.
                          (FORMERLY AUTEO MEDIA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)

                                DECEMBER 31, 2006







                                      -15-

<PAGE>


PANNELL KERR FORSTER

7th Floor, Marine Building
355 Burrard Street,
Vancouver, B.C.,
Canada, V6C 2G8
Telephone: 604.687.1231
Facsimile: 604.688.4675




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS OF WORLDSTAR ENERGY, CORP.
(FORMERLY AUTEO MEDIA, INC.) (A DEVELOPMENT STAGE COMPANY)

We have audited the balance sheets of Worldstar  Energy,  Corp.  (formerly Auteo
Media,  Inc.) (A  Development  Stage  Company) as at  December  31, 2006 and the
statements of operations,  stockholders'  equity (deficiency) and cash flows for
the year then ended and the period from  January 1, 2004 (date of  inception  of
the development stage) to December 31, 2006. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  financial  statements  based on our audit.  The  statements of
operations,  stockholders' equity  (deficiency),  and cash flows from January 1,
2004 (date of  inception  of the  development  stage) to December  31, 2005 were
audited  by  other  auditors  whose  report  dated  May 12,  2006  expressed  an
unqualified  opinion,  with an  explanatory  paragraph  discussing the Company's
ability  to  continue  as a  going-concern.  Our  opinion on the  statements  of
operations,  stockholders'  equity (deficiency) and cash flows from inception of
the development stage to December 31, 2006, insofar as it related to amounts for
prior periods through December 31, 2005, is solely based on the reports of other
auditors.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and  perform an audit to obtain  reasonable  assurance  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our  opinion,  based on our audit and the  reports of other  auditors,  these
financial  statements  present fairly, in all material  respects,  the financial
position  of the  Company  as at  December  31,  2006  and  the  results  of its
operations and its cash flows for the year then ended and the cumulative  totals
for the development  stage of operations from January 1, 2004 (date of inception
of  the  development  stage)  through  December  31,  2006  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going-concern.  As  discussed  in  note  1 to the
financial  statements,  the Company has minimal  revenues  and limited  capital,
which  together  raise  substantial  doubt  about its  ability to  continue as a
going-concern. Management plans in regard to these matters are also described in
note 1. These  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ PANNELL KERR FORSTER


Chartered Accountants
(registered with the PCAOB as "Smythe Ratcliffe")

Vancouver, Canada
March 22, 2007


                                      -16-


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders
Worldstar Energy, Corp. (formerly Auteo Media Inc.)
(A Development Stage Company):


We have  audited the  accompanying  balance  sheet of  Worldstar  Energy,  Corp.
(formerly  Auteo Media Inc.) (A  Development  Stage  Company) as of December 31,
2005,  and the related  statements of operations,  stockholders'  deficiency and
cash  flows for the year then  ended and for the period  from  inception  of the
development  stage on January 1, 2004 to  December  31,  2005.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. We did not audit the Company's financial statements as of and for the
year ended  December 31,  2004,  and the  cumulative  data from January 1, 2004,
inception of the  development  stage,  to December 31, 2004 in the statements of
operations,  shareholders'  deficiency  which were  audited  by another  firm of
auditors  whose  report  dated April 8, 2005,  which  expressed  an  unqualified
opinion,  has been  furnished to us. Our  opinion,  insofar as it related to the
amounts included for cumulative data from inception of the development  stage on
January 1, 2004 to December 31, 2004, is based solely on the report of the other
auditor.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of  WorldStar  Energy,  Corp.
(formerly  Auteo Media Inc.) (A  Development  Stage  Company) as of December 31,
2005,  and the  results of its  operations  and its cash flows for the year then
ended,  and for the period from January 1, 2004,  inception  of the  development
stage, to December 31, 2005 in conformity with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has suffered  recurring  losses and net cash
outflows from operations since inception.  These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to this matter is also  discussed in Note 1. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.




                                                 /s/ TELFORD SADOVNICK, P.L.L.C.
                                                    Certified Public Accountants

May 12, 2006
Bellingham, Washington


                                      -17-


<PAGE>
<TABLE>
<CAPTION>

WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
BALANCE SHEET
AS AT DECEMBER 31
(Expressed in United States Dollars)

==============================================================================================================================

                                                                                                        2006             2005
------------------------------------------------------------------------------------------------------------------------------



<S>                                                                                         <C>               <C>
ASSETS


TOTAL ASSETS                                                                                $        -        $        -
==============================================================================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
    Accounts payable and accrued liabilities                                                $      98,077     $     146,921
    Due to related party (Note 4)                                                                   8,316           121,875
                                                                                            -------------     -------------

Total current liabilities                                                                         106,393           268,796
                                                                                            -------------     -------------

SHAREHOLDERS' DEFICIENCY
    Capital stock  (Note 3)
       Authorized - 100,000,000  voting common shares, par value $0.001
       Issued - 630,134  common shares (2005 - 177,084 shares)                                        630               177
    Additional paid-in capital                                                                    821,433           433,809
    Obligation to issue shares (Note 4)                                                           155,000              -
    Accumulated other comprehensive income                                                          5,209             5,209
    Deficit previously accumulated                                                               (361,741)         (361,741)
    Deficit accumulated during the development stage                                             (726,924)         (346,250)
                                                                                            --------------    --------------

                                                                                                 (106,393)         (268,796)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                              $        -        $        -
==============================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -18-

<PAGE>

<TABLE>
<CAPTION>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(Expressed in United States Dollars)

=================================================================================================================================
                                                                                                                      Cumulative
                                                                                                                  from inception
                                                                                                                  of development
                                                                                                                  stage (January
                                                                                                                     1, 2004) to
                                                                                                                    December 31,
                                                                                          2006             2005             2006
---------------------------------------------------------------------------------------------------------------------------------


<S>                                                                            <C>              <C>              <C>
EXPENSES
    Consulting and management fees                                             $        30,000  $        60,000  $       115,175
    Foreign exchange loss                                                                 -                -               3,275
    Investor communications                                                               -               3,161            3,161
    Office and administration                                                              540               80            2,827
    Professional fees                                                                   18,327           47,712          108,664
    Rent                                                                                 -                 -               7,500
    Transfer agent and filing fees                                                       6,142            6,129           15,656
    Write-off of refundable deposits                                                        -              -              52,375
    Write-off of Indonesian project costs     (Note 9)                                 350,370             -             350,370
    Write-off of deferred acquisition costs                                                 -            94,786           94,786
                                                                               ---------------  ---------------- ---------------


LOSS BEFORE OTHER ITEMS                                                               (405,379)        (211,868)        (753,789)

OTHER ITEMS:
    Gain on settlement of debt (Note 4 )                                                24,705             -              24,705
    Interest income                                                                         -                -             2,160
                                                                               ---------------  ---------------  ---------------


NET LOSS                                                                       $      (380,674) $      (211,868) $      (726,924)
=================================================================================================================================

BASIC LOSS PER COMMON SHARE                                                    $        (0.89)  $        (1.20)
=================================================================================================================================


BASIC  WEIGHTED  AVERAGE  NUMBER  OF  COMMON
SHARES OUTSTANDING                                                                     428,678          177,084
=================================================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      -19-

<PAGE>
<TABLE>
<CAPTION>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31
(Expressed in United States dollars)

====================================================================================================================================

                              Common Stock
                       ----------------------------
                                                                                                                Deficit
                                                                               Accumulated                  Accumulated
                              Number                Additional    Obligation         Other       Deficit     During the
                           of Shares                   Paid-in      to issue Comprehensive    Previously    Development
                             Issued      Amount       Capital       Shares         Income    Accumulated         Stage     Total
------------------------------------ ----------- ------------- ------------ -------------- -------------- ------------- ------------

<S>                         <C>      <C>         <C>           <C>          <C>            <C>            <C>           <C>
Balance at
  December 31,
    2002                    116,750  $      117  $    394,619  $         -  $          -   $    (259,559) $         -   $   135,177
Shares issued for debt
  settlement at $0.75        26,667          27        19,973            -             -              -             -        20,000
Shares issued for debt
  settlement at $0.60         6,667           6         3,994            -             -              -             -         4,000
Shares issued for debt
  settlement at $0.45        16,667          17         7,483            -             -              -             -         7,500
Shares issued for debt
  settlement at $0.75         5,333           5         3,995            -             -              -             -         4,000
Shares issued for debt
  settlement at $0.75         5,000           5         3,745            -             -              -             -         3,750
Net loss                         -           -             -             -             -        (102,182)           -      (102,182)
Foreign currency
  translation
  adjustment                     -           -             -             -          5,209             -             -       5,209
                       ------------  ----------  ------------  ------------ -------------  -------------  ------------  ---------

Balance at
  December 31,
  2003                      177,084         177       433,809          -            5,209       (361,741)           -        77,454

Net loss                         -           -             -             -             -              -       (134,382)    (134,382)
                       ------------  ----------  ------------  ------------ -------------  -------------  ------------  -----------

Balance at
  December 31,
  2004                      177,084         177       433,809          -            5,209       (361,741)     (134,382)     (56,928)

Net loss                         -           -             -             -             -              -       (211,868)    (211,868)
                       ------------  ----------  ------------  ------------ -------------  -------------  ------------- ------------

Balance at
  December 31, 2005         177,084         177       433,809          -            5,209       (361,741)     (346,250)    (268,796)

Shares issued for debt
and
  project cost at $1.25     200,000         200       249,800            -             -              -             -       250,000
Shares issued for
  project cost at $0.75      18,000          18        13,482            -             -              -             -        13,500
Shares issued for
  project cost at $0.53     235,050         235       124,342            -             -              -             -       124,577
Obligation to issue
  shares    for debt
  settlement at $0.31                        -             -        155,000            -              -             -       155,000
Net loss                         -           -             -             -             -              -       (380,674)    (380,674)
                       ------------  ----------  ------------  ------------ -------------  -------------  ------------- ------------

Balance at
  December 31, 2006         630,134  $      630  $    821,433  $    155,000 $       5,209  $    (361,741) $   (726,924) $  (106,393)

====================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      -20-

<PAGE>
<TABLE>
<CAPTION>

WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31
(Expressed in United States Dollars)

==================================================================================================================================
                                                                                                                  Cumulative from
                                                                                                                 new inception of
                                                                                                                      development
                                                                                                                   stage (January
                                                                                                                      1, 2004) to
                                                                                                                     December 31,
                                                                                      2006                2005               2006
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>                 <C>
CASH FLOW FROM (USED IN) OPERATING ACTIVITIES:
    Net loss                                                              $      (380,674)  $      (211,868)    $      (726,924)
    Items not involving cash:
       Accrued interest on note receivable                                           -                -                  (2,160)
       Foreign exchange loss                                                         -                -                   3,275
       Gain on settlement of debt                                                 (24,705)            -                 (24,705)
       Write-off of refundable deposit                                               -                -                  52,375
       Write-off of deferred acquisition
         costs                                                                       -               94,786              94,786
       Write-off of Indonesian project
         costs                                                                    350,370              -                350,370
       Expenses accrued by related party                                           30,000            63,176             115,676
      Changes in non-cash operating
       working capital:
       Increase in accounts payable and
        accrued liabilities                                                        25,009            51,806             126,832
                                                                          ---------------   ---------------     ---------------

    Net cash used in operating activities                                              -             (2,100)            (10,475)
                                                                          ---------------   ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITY:
    Advances from related parties                                                      -                 -               10,467
                                                                          ---------------   ---------------     ---------------

INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                                          -               (2,100)                 (8)

CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR                                                                                   -              2,100                   8
                                                                          ---------------   ---------------     ---------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                    $          -      $          -        $          -
==================================================================================================================================

CASH PAID FOR INCOME TAXES                                                $            -    $            -      $            -
CASH PAID FOR INTEREST                                                    $            -    $            -      $            -
==================================================================================================================================
SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO
CASH FLOWS:
    SETTLEMENT  OF  RELATED  PARTY  DEBT IN
    EXCHANGE  FOR THE  ASSIGNMENT  OF NOTES
    RECEIVABLE    AND    RELATED    ACCRUED
    INTEREST RECEIVABLE                                                   $         -       $         -         $        59,764
    SHARES ISSUED FOR DEBT SETTLEMENT                                     $        37,707   $         -         $        37,707
    SHARES ISSUED FOR PROJECT COST                                        $       388,077   $         -         $       388,077
    DEBT   SETTLEMENT   FOR  OBLIGATION  TO
    ISSUE SHARES                                                          $       179,705   $         -         $       179,705
    DEFERRED  ACQUISITION COSTS INCLUDED IN
    ACCOUNTS PAYABLE                                                      $         -       $         -         $        94,786
    NOTES  RECEIVABLE  SETTLED FOR ACCOUNTS
    PAYABLE                                                               $         -       $         -         $        29,245
    ACCOUNTS   PAYABLE   PAID  BY   RELATED
    PARTIES                                                               $        36,145   $        13,798     $        72,344
==================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      -21-
<PAGE>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States dollars)
YEARS ENDED DECEMBER 31, 2006 AND 2005
================================================================================


NOTE 1.      NATURE AND CONTINUANCE OF OPERATIONS

BASIS OF PRESENTATION

WorldStar  Energy,  Corp.  (the  "Company")  (formerly  Auteo  Media,  Inc.) was
incorporated  in the State of  Nevada on  November  8, 1996 and  operated  as an
online and point-of-purchase  automotive communications and commerce company and
operated  under the trade  name  "Dealer  Specialties".  On July 15,  2002,  the
Company  sold  assets,  including  those  associated  with data  collection  and
labeling through its Dealers  Specialties  franchise,  to Trader Labeling,  LLC.
Commencing  January 1, 2004, the Company was considered to be in the development
stage. On April 1, 2005, the Company changed its name from Auteo Media,  Inc. to
WorldStar Energy, Corp.

The Company's  current  operating  activities are its business  development  and
consulting  practices,  particularly in mergers and acquisitions;  however,  the
Company has not generated any revenues in the past two fiscal years. The Company
is pursuing new business opportunities.


GOING CONCERN

The Company  incurred  cumulative net losses of $726,924 (2005 - $346,250) since
the inception of the  development  stage.  Currently,  the Company does not have
significant cash or other material assets,  nor does it have a source of revenue
sufficient to cover its operating  costs.  These facts raise  substantial  doubt
about its ability to continue as a going  concern.  The  Company's  director has
committed to financing  operating costs of the Company as required  through debt
and/or equity financing.

Management  does not believe that it will be able to generate  revenues  without
finding and completing an acquisition of a suitable  business  opportunity.  The
ability of the Company to continue as a going  concern is  dependent on securing
funding or from the  acquisition  of a  business  opportunity.  These  financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.


NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These  financial  statements  have been  prepared in conformity  with  generally
accepted accounting  principles in the United States of America. The significant
accounting policies adopted by the Company are as follows:

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosure of contingent  assets and liabilities such as accrued
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.


                                      -22-

<PAGE>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States dollars)
YEARS ENDED DECEMBER 31, 2006 AND 2005
================================================================================


NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


INCOME TAXES

The Company  follows the asset and  liability  method of  accounting  for income
taxes. Under this method,  current income taxes are recognized for the estimated
income taxes payable for the current period.  Deferred income taxes are provided
based on the  estimated  future tax  effects of  temporary  differences  between
financial  statement  carrying  amounts  of  assets  and  liabilities  and their
respective tax bases,  as well as the benefit of losses  available to be carried
forward to future years for tax purposes.

Deferred tax assets and  liabilities  are  measured  using the enacted tax rates
that are  expected  to apply  to  taxable  income  in the  years in which  those
temporary  differences  are expected to be recovered and settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
operations in the period that includes the enactment date. A valuation allowance
is recorded  for  deferred  tax assets when it is more likely than not that such
future tax assets will not be realized.


FOREIGN CURRENCY

Effective  January 1, 2004, the Company  adopted the United States dollar as its
functional currency. Accordingly, monetary assets and liabilities denominated in
a foreign  currency are translated at the exchange rate in effect at the balance
sheet date while  non-monetary  assets and liabilities  denominated in a foreign
currency  are  translated  at  historical  rates.   Revenue  and  expense  items
denominated in a foreign  currency are  translated at exchange rates  prevailing
when such items are recognized in the statement of operations. Exchange gains or
losses  arising on  translation  of foreign  currency  items are included in the
statement of operations.



LOSS PER SHARE

Basic loss per share is computed by dividing the net loss attributable to common
stockholders by the weighted average number of common shares  outstanding during
the period. Diluted loss per share is computed using the weighted average number
of common shares and  potentially  dilutive  common stock  equivalents.  For the
periods presented, the Company had no potentially dilutive instruments.


COMPREHENSIVE LOSS

SFAS No. 130, "Reporting  Comprehensive  Income",  establishes standards for the
reporting and display of comprehensive  loss and its components in the financial
statements.  For the year ended December 31, 2006, the Company has no items that
represent a comprehensive  loss and,  therefore,  has not included a schedule of
comprehensive loss in the financial statements.


NEW ACCOUNTING PRONOUNCEMENTS

The have been no new accounting  pronouncements  introduced  since the filing of
the  Company's  Form 10KSB filed on May 18,  2006,  which have any impact on the
Company at this time.

                                      -23-

<PAGE>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States dollars)
YEARS ENDED DECEMBER 31, 2006 AND 2005
================================================================================


NOTE 3.      CAPITAL STOCK

The  authorized  common  stock of the  Company  consists of  100,000,000  shares
(previously  25,000,000  shares)  with a par  value  of  $0.001,  following  the
approval  by  shareholders  of  an  amendment  to  the  Company's   Articles  of
Incorporation effective April 1, 2005.

On March 4, 2004,  the state of Nevada  approved the Company's plan of a reverse
split of its  common  stock  whereby  one  share  was  issued  for each  fifteen
outstanding  shares.  At that  date,  the  number of common  shares  outstanding
decreased from  2,655,612 to 177,084.  All share and per share amounts have been
restated to reflect the reverse stock split.

During year ended December 31, 2006, the Company issued 453,050 shares  relating
to debt settlement and the cost of the Indonesian project that was abandoned.


NOTE 4.    RELATED PARTY TRANSACTIONS

For the year ended December 31, 2006, the Company paid or accrued  $30,000 (2005
- $60,000) in management fees and $36,145 (2005 - $13,798) in  reimbursements to
a company  controlled by a director for expenses  paid on the Company's  behalf.
Amounts due to related  party of $8,316 (2005 - $121,875)  are owed to a company
controlled by a director, are unsecured and have no specific terms of repayment,
and are comprised of accrued fees and expenses paid on behalf of the Company.

On December 21, 2006,  the Company  settled  $179,705 of debt owing to a company
controlled by a director for the  obligation to issue 500,000 common shares at a
fair value of $155,000 ($0.31 per share), resulting in a gain of $24,705.


NOTE 5.      INCOME TAXES

The income tax provision reconciled to the tax computed at the statutory federal
rate of 34% is approximately as follows for the year ended December 31:

                                                     2006             2005
                                                ---------------   ------------
    Expected tax benefit at statutory rate      $     (129,400)   $    (72,035)
    Unrecognized benefit of operating
       loss carry-forwards                             129,400          72,035
                                                ----------------  ------------

                                                $           -     $          -
                                                ==============    ============



The  components  of deferred tax assets and  liabilities  are  approximately  as
follows:

                                                        2006           2005
                                                ---------------   ------------
     Deferred tax asset:
       Income tax benefit
       of operating loss carry-forwards         $      303,000    $   174,000
      Valuation allowance                             (303,000)      (174,000)
                                                ---------------   ------------

      Net deferred tax asset                    $           -     $         -
                                                ==============    ===========

                                      -24-

<PAGE>

 WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States dollars)
YEARS ENDED DECEMBER 31, 2006 AND 2005
================================================================================


NOTE 5.      INCOME TAXES,  (CONTINUED)


At December 31, 2006,  the Company had a net  operating  loss  carry-forward  of
approximately  $891,000.  This loss may be  carried  forward  to offset  federal
income  taxes in  various  future  years  through  2026.  During  the year ended
December 31, 2003,  there was a significant  ownership  change in the Company as
defined  in  Section  382 of the  Internal  Revenue  Code.  As a result of these
changes,  the Company's ability to utilize net operating losses available before
the  ownership  change is  restricted to a percentage of the market value of the
Company  at the  time  of  the  ownership  change.  Therefore,  substantial  net
operating loss carry-forwards will, in all likelihood,  be reduced or eliminated
in future years due to the change in ownership.

The Company has provided a valuation  allowance  against its deferred tax assets
given that it is in the  development  stage and it is more  likely than not that
these benefits will not be realized.



NOTE 6.      SEGMENT INFORMATION

The Company  operates in one reportable  segment,  being the  identification  of
suitable business opportunities.



NOTE 7.      FINANCIAL INSTRUMENTS

The  Company's  financial  instruments  consist of accounts  payable and accrued
liabilities,  and  due  to  related  parties.  Unless  otherwise  noted,  it  is
management's  opinion that the Company is not exposed to  significant  interest,
currency or credit risks  arising  from these  financial  instruments.  The fair
value of these financial  instruments  approximate their carrying values, unless
otherwise noted.



NOTE 8       CONTRACTUAL OBLIGATIONS

The Company had no significant  commitments or contractual  obligations with any
parties  respecting  executive  compensation,  consulting  arrangements or other
matters. Rental of premises is on a month-to-month basis.



                                      -25-

<PAGE>


WORLDSTAR ENERGY, CORP.
(Formerly Auteo Media, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States dollars)
YEARS ENDED DECEMBER 31, 2006 AND 2005
================================================================================


NOTE 9.      INDONESIAN PROJECT


On January 26,  2005,  the Company  entered into a share  exchange  agreement to
acquire 100% of the  outstanding  shares of WorldStar  Energy Corp.  ("WEC"),  a
private  Canadian  company,  in exchange for the issuance of  31,000,000  common
shares of the Company.



The Company amended its Articles of Incorporation  authorizing the change of its
name to WorldStar  Energy,  Corp. and increased its authorized  capital stock to
100,000,000  shares,  reflecting  the  Company's  plans to enter into the energy
business in connection with the share exchange.



On March 27, 2006,  the Company  announced  that it would not be making  further
investments in connection with WEC and the proposed  Indonesian  methanol plant,
due  principally  to lack of  financing  for the project.  Arrangements  for the
Company to issue shares to satisfy  subscriptions  of European  investors in WEC
have  commenced  on a  registration  exempt  basis  instead  of the  shareholder
approved merger basis proposed in the share exchange  agreement.  As at December
31, 2006,  the Company had issued  453,050  shares with a fair value of $350,370
which has been written off as a cost of the Indonesian project.  The Company has
committed to issue an  additional  379,000  shares to the WEC  shareholders  for
which settlement arrangements have been concluded.





NOTE 10.     SUBSEQUENT EVENT
On February 12, 2007, the Company  entered into a share purchase  agreement with
Jewel  Star Group  Limited  (Jewel),  a BVI  corporation  controlled  by Chinese
businessman, Thai Seng ("Richard") Tay, to acquire Jewel's subsidiary,  National
Base Investment Limited (National Base),  through which the Company will acquire
an approximate 51% interest in 50 mineral exploration  licenses in Mongolia.  To
acquire  National  Base,  the  Company  has  agreed to issue to Jewel 30 million
Worldstar  shares  with an agreed  value of US$0.25  per  share,  plus pay Jewel
$1,300,000 in cash on closing of the  transaction,  for total  consideration  of
$8,860,000 to Jewel. As part of the transaction,  the Company has agreed to lend
$3,700,000 to a 51% subsidiary of Jewel in order to discharge its liabilities in
connection  with  acquiring the Mongolian  licenses,  and has raised  $5,500,000
through a private  placement to a group of overseas  investors which will result
in the  issuance of  22,000,000  common  shares to fund the cash  portion of the
transactions  and to  provide  approximately  $500,000  of  working  capital.  A
finder's fee of 2,200,000  common  shares will be paid in respect of the private
placement.  On February  5, 2007 Mr. Tay became our CEO and a director,  and Mr.
Michael  Kinley,  the former CEO and sole  director,  has  remained as CFO and a
director.


                                      -26-

<PAGE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Effective  February 28,  2005,  we appointed  Dohan and Company,  CPA's,  as our
independent  auditors to replace Mr. Kyle Tingle who resigned effective the same
date.

Effective May 9, 2006, we appointed  Telford  Sadovnik,  P.L.L.C.,  CPA's as our
independent  auditors to replace  Dohan and  Company  who  declined to stand for
re-appointment.

There were no disagreements with Kyle Tingle or Dohan and Company which were not
resolved on any matter concerning accounting principles or practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of Kyle Tingle or Dohan and Company, would have
caused Kyle Tingle or Dohan and Company to make  reference to the subject matter
of the  disagreements  in  connection  with their  reports.  The reports of Kyle
Tingle and Dohan and Company did not contain an adverse  opinion or a disclaimer
of opinion,  and were not qualified or modified as to uncertainty,  audit scope,
or accounting principles.

On February 23, 2007, our board of directors  approved the appointment of PKF as
our new  independent  auditors  effective  as of that date,  to replace  Telford
Sadovnik who resigned as our  auditors at our  request,  effective  February 21,
2007.  This change was made in  anticipation  of the  completion of the National
Base acquisition since Telford Sadovnik  confirmed to us that they were not able
to provide us with the required audit services in respect of the  acquisition of
National Base and,  assuming the completion of that  transaction,  in respect of
our future operations as company with a Mongolian operating  subsidiary.  During
the year ended  December 31, 2006,  and from the date of  appointment of Telford
Sadovnik as the Company's independent  accountant on May 9, 2006 and through the
date of this report,  (i) there were no "reportable  events," as defined in Item
304(a)(1)(v)  of  Regulation  S-K, and (ii) we did not, and nobody on our behalf
has,  consulted  Telford  Sadovnik  regarding any of the accounting and auditing
matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

ITEM 8A. CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is 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
Company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer as appropriate, to allow timely decisions regarding required disclosure

EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES

Based on an evaluation of our  disclosure  controls and procedures as of the end
of the  period  covered  by this  annual  report,  our  president  and CFO  have
determined that our current disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There have not been any changes in our internal control over financial reporting
(as such term is defined in Rule 13a-15(f)  under the Exchange Act) or any other
factors  during the fiscal year ended  December 31, 2006,  that have  materially
affected,  or are reasonably  likely to materially  affect our internal  control
over financial reporting.


                                      -27-
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
         WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our directors and officers are as follows:

       NAME                POSITION HELD           AGE       DATE APPOINTED

Richard Tay               CEO and Director                   February 4, 2007
Michael W. Kinley         CFO and Director         56        December 2, 2003

The following is a brief account of the  background  and business  experience of
each of our executive officers and key employee for the last five years.

THAI SENG (RICHARD) TAY, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr Tay was appointed as our president,  CEO and a director effective February 4,
2007, replacing Michael Kinley as president and CEO.

Mr.  Tay has  engineering  and  transportation  diplomas  from  institutions  in
Malaysia,  Singapore and the United  Kingdom,  as well as a Bachelor of Business
(Finance)  from RMIT  University in Australia  and a MBA from the  University of
Dubuque, Iowa, USA. Mr. Tay has taken post-graduate courses in business strategy
at INSEAD and is multi-lingual.

After an almost  thirty-year  career throughout Asia in various  capacities with
DaimlerChrysler and its predecessor  Daimler-Benz AG, culminating in his role as
Vice President, Project Leader for Chrysler Passenger Car Sales and Distribution
Network  for the  People's  Republic  of China,  Mr.  Tay is now an  independent
businessman and entrepreneur based in Beijing.

Mr. Tay has not previously served as a director of a reporting company.

MICHAEL W. KINLEY, CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr.  Michael  Kinley is our CFO and a director.  He was first  appointed  as our
president  and a director  on  December  2, 2003,  and from June 30,  2004 until
February 4, 2007 served as our sole director and officer.

Mr. Kinley received his Chartered  Accountant  designation in 1973, was admitted
to  the  Chartered  Accountants  of  Nova  Scotia  in  1980  and  the  Chartered
Accountants of British  Columbia in 2003 and was a partner with a large national
accounting firm.

Mr.  Kinley is  currently  the  President  of Winslow  Associates  Management  &
Communications  Inc., a private  business and  financial  management  consulting
firm, a position he has held since March 1993.  Mr. Kinley has extensive  public
company experience,  including his roles with the following reporting companies:
Director  and CFO of  StonePoint  Global  Brands  Inc.  since June 2004;  CFO of
Cardero  Resources Corp. since August 2005, CFO of Wealth Minerals Limited since
July 2005; Director and CFO of Indico Technologies Ltd. since January, 2005; CFO
of International Tower Hill Mines Ltd. since September 22, 2006; President, CEO,
CFO and Director of Noise Media Inc..  from February 1997 to present;  President
and Director of Can-Asia  Minerals  Inc.  (formerly Jon Daring Group Inc.) since
February, 2005.


                                      -28-


<PAGE>


AUDIT COMMITTEE

We do not have an audit committee at this time, and for the last two years,  our
sole director and officer has performed the function of our audit committee. Mr.
Kinley satisfies the criteria for an "audit committee  financial expert" and, as
an officer of our company, is considered not to be independent.

FAMILY RELATIONSHIPS

There are no family  relationships  between any of our  directors  or  executive
officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Other  than as  discussed  below,  none of our  directors,  executive  officers,
promoters or control  persons have been involved in any of the following  events
during the past five years:

         1. any  bankruptcy  petition  filed by or against any business of which
         such person was a general  partner or executive  officer  either at the
         time of the bankruptcy or within two years prior to that time;

         2. any  conviction  in a  criminal  proceeding  or being  subject  to a
         pending criminal  proceeding  (excluding  traffic  violations and other
         minor offenses);

         3. being subject to any order,  judgment,  or decree,  not subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently or temporarily enjoining,  barring, suspending or otherwise
         limiting his involvement in any type of business, securities or banking
         activities; or

         4.  being  found  by a  court  of  competent  jurisdiction  (in a civil
         action),  the Commission or the Commodity Futures Trading Commission to
         have violated a federal or state securities or commodities law, and the
         judgment has not been reversed, suspended, or vacated.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Exchange Act requires our executive  officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the SEC initial  statements  of  beneficial  ownership,  reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive
officers,  directors and greater than 10%  shareholders  are required by the SEC
regulations to furnish our company with copies of all Section 16(a) reports they
file.

To the best of our knowledge, all executive officers, directors and greater than
10% shareholders filed the required reports in a timely manner.


                                      -29-

<PAGE>



ITEM 10. EXECUTIVE COMPENSATION


The  following  table  sets  forth the  compensation  paid to our  former  Chief
Executive  Officer  Michael  Kinley.  No executive  officer  earned total annual
salary and bonus exceeding $100,000 in 2006.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

----------------- ------- -------- ---------- ----------- ---------- -------------- ------------ ----------------- --------
                                                                      NON-EQUITY    NON-QUALIFIED
                                                                       INCENTIVE     DEFERRED
NAME AND                                      STOCK       OPTION         PLAN       COMPEN-SATION   ALL OTHER
PRINCIPAL                 SALARY     BONUS      AWARDS    AWARDS     COMPENSATION    EARNINGS      COMPENSATION     TOTAL
POSITION           YEAR     ($)       ($)        ($)         ($)          ($)           ($)            ($)           ($)
----------------- ------- -------- ---------- ----------- ---------- -------------- ------------ ----------------- --------
<S>                <C>    <C>         <C>        <C>         <C>          <C>           <C>            <C>           <C>
Michael Kinley     2006   $30,000     Nil        Nil         Nil          Nil           Nil            Nil           Nil
President, CEO
and CFO
----------------- ------- -------- ---------- ----------- ---------- -------------- ------------ ----------------- --------
</TABLE>

Note:    Salary was accrued, not paid.

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2006

We had no  outstanding  equity  awards as of December 31, 2006 for our executive
officer.

EMPLOYMENT AGREEMENTS

We have not entered into any  employment  agreements or other such  compensatory
arrangements with our executive officers.

LONG-TERM INCENTIVE PLANS / EMPLOYMENT AGREEMENTS

We do  not  have  any  long-term  incentive  plans,  pension  plans  or  similar
compensatory plans for our directors or executive officers.

The  following  table  sets forth  information  regarding  compensation  paid or
accrued to our sole director in 2006:

DIRECTOR COMPENSATION TABLE

<TABLE>
<CAPTION>

---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
     NAME         FEES EARNED   STOCK AWARDS  OPTION AWARDS   NON-EQUITY   NON-QUALIFIED    ALL OTHER       TOTAL
                                                              INCENTIVE      DEFERRED
                  OR PAID IN                                     PLAN      COMPEN-SATION
                     CASH                                    COMPEN-SATION   EARNINGS     COMPEN-SATION
                      ($)           ($)            ($)           ($)            ($)            ($)           ($)
---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S>                   <C>           <C>            <C>           <C>            <C>            <C>           <C>
Michael Kinley        Nil           Nil            Nil           Nil            Nil            Nil           Nil
---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
</TABLE>

No cash  compensation was paid to our sole director for the director's  services
as a director  during  the  fiscal  year ended  December  31,  2006.  We have no
standard  arrangement  pursuant to which our directors are compensated for their
services in their  capacity as directors  except for the  granting  from time to
time of  incentive  stock  options.  The board of  directors  may award  special
remuneration to any director  undertaking any special  services on behalf of our
company  other than  services  ordinarily  required  of a  director.  Other than
indicated  below, no director  received and/or accrued any  compensation for his
services  as  a  director,  including  committee  participation  and/or  special
assignments.

                                      -30-

<PAGE>


ITEM 11. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT.  AND
RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following  table sets forth,  as of the date of this annual  report  certain
information with respect to the beneficial  ownership of our common stock by (i)
each  person  known  by us to be the  beneficial  owner  of more  than 5% of our
outstanding  shares  of common  stock,  (ii)  each of our  directors,  (iii) our
executive officers, and (iv) by all of our directors and executive officers as a
group.  To our  knowledge,  each person named in the table,  has sole voting and
investment power with respect to all shares shown as beneficially  owned by such
person.

<TABLE>
<CAPTION>

Name and Address of                       Amount and Nature of                    Percentage of Class(1)
Beneficial Owner                           Beneficial Ownership
DIRECTORS AND OFFICERS
<S>                                       <C>                                     <C>
Michael Kinley                            Nil                                     N/A
c/o 1177 West Hastings Street, Suite
1901, Vancouver, BC  V6E 2K3
CFO and director
Richard Tay                               Nil                                     N/A
2091, Gahood Villa, Baixin Zhuang
Shunyi District
101300 Beijing, China
President, CEO and director
DIRECTORS AND OFFICERS AS A GROUP         Nil                                     N/A
5% SHAREHOLDERS
Taj Mohammed                              206,001 common shares                   32.69%
c/o 4108 Dominion Street
Burnaby, BC  V5G 1C6
greater than 5% shareholder

</TABLE>

(1) Based on 630,134  shares of common  stock issued and  outstanding  as of the
date of this annual report.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except  as  otherwise  indicated  below,  we  have  not  been  a  party  to  any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to its knowledge,  any of its directors,
officers,  five  percent  beneficial  security  holder,  or  any  member  of the
immediate  family  of the  foregoing  persons  has had or will  have a direct or
indirect material interest.

On  December  21,  2006,  we arranged to settle  $179,709 of  indebtedness  to a
company controlled by a director for the issuance of 500,000 shares.


                                      -31-

<PAGE>


ITEM 13. EXHIBITS.


EXHIBIT
NUMBER           DESCRIPTION

3.1*             Articles of Incorporation.

3.2*             Bylaws.

10**             Share  Purchase  Agreement  among  WorldStar,  Jewel Star Group
                 Limited and National Base  Investment  Limited,  dated February
                 12, 2007.

16***            Letter re change in certifying accountant

31.1             Certification  pursuant to Rule 13a-14(a)  under the Securities
                 Exchange Act of 1934.

31.2             Certification  pursuant to Rule 13a-14(a)  under the Securities
                 Exchange Act of 1934.

32.1             Certifications  pursuant to 18 U.S.C.  Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2             Certifications  pursuant to 18 U.S.C.  Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed as an exhibit to our Registration  Statement on Form SB-2 filed with the
SEC on September 3, 1999.  ** Filed as an exhibit to our Current  Report on Form
8-K filed on February 16, 2007. *** Filed as an exhibit to our Current Report on
Form 8-K filed on March 26, 2007.


                                      -32-

<PAGE>



                                    ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit fees  consist of fees billed for  professional  services  rendered for the
audit of the  Company's  financial  statements  and the  review  of the  interim
statements.  The total fees billed by Telford  Sadovnick LLP, CPA's, was $14,000
for 2005 and $1,000 for 2005 interim reviews.

OTHER

There  were no  audit  related  services  and no fees  billed  for  professional
services  for tax  compliance,  tax advice and tax  planning for the fiscal year
ended December 31, 2006.



                                      -33-

<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



WORLDSTAR ENERGY, CORP.
a Nevada corporation


/s/ "RICHARD TAY"
___________________________________
By: Richard Tay
President and Director
Date:    March 30, 2007



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

SIGNATURES

/s/ "RICHARD TAY"
___________________________________
Richard Tay, President and Director

Date: March 30, 2007


                                      -34-