---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended October
31, 2007

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACTFor the transition period from _____________to
_____________

Commission file number 000-52152

EXPLORTEX ENERGY
INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                                           | 98-0489027                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

Suite 2410, 650 West Georgia Street, PO Box 11524
Vancouver, British Columbia, Canada, V6B 4N7(Address of
principal executive offices)

(604) 689-8336(Issuers telephone number)

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 [ ]

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

State the number of shares outstanding of each of the issuers
classes of equity stock, as of the latest practicable date: 3,100,000 shares of
common stock issued and outstanding as of December 13, 2007.

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

---

- 2 -

PART I  FINANCIAL INFORMATION

|Item 1. | Financial Statements
|------- | --------------------

The accompanying unaudited financial statements of Explortex
Energy Inc. (the Company) have been prepared in accordance with the
instruction from Form 10-QSB pursuant to the rules and regulations of the
Securities and Exchange Commission and, therefore, do not include all
information and notes normally provided in audited financial statements and
should be read in conjunction with the Companys audited financial statements
for the year ended April 30, 2007. In the opinion of management, the
accompanying statements contain all adjustments necessary to present fairly the
financial position of the Company as of October 31, 2007, and its results of
operations, stockholders equity, and its cash flows for the three and six month
periods ended October 31, 2007 and 2006. The results for these interim periods
are not necessarily indicative of the results for the entire year.

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Balance Sheet                    
|(Unaudited)                      

|(Expressed in
      U.S. Dollars)                                                    |   |             |  
|------------------------------------------------------------------------------------ | - | ----------- | -
|                                                                                     |   | October 31, |  
|                                                                                     |   | 2007        |  
|ASSETS                                                                               |   |             |  
|Current assets                                                                       |   |             |  
|Cash and cash equivalents                                                            | $ | 4,687       |  
|Oil and gas
      property(Note 3)                                                   |   | 46,451      |  
|Total assets                                                                         | $ | 51,138      |  
|                                                                                     |   |             |  
|LIABILITIES                                                                          |   |             |  
|Current liabilities                                                                  |   |             |  
|Accounts payable and accrued expenses                                                | $ | 7,523       |  
|Related
      party loan (Note 4)                                                    |   | 30,128      |  
|                                                                                     |   | 37,651      |  
|STOCKHOLDERS EQUITY                                                                 |   |             |  
|Share capital                                                                        |   |             |  
|Common stock, $0.001 par value, 75,000,000 shares
      authorized, 3,100,000 issued |   |             |  
|and outstanding                                                                      |   | 3,100       |  
|Additional paid-in capital                                                           |   | 81,400      |  
|Deficit accumulated during the exploration stage                                     |   | (71,013     | )
|Total
      stockholders equity                                                     |   | 13,487      |  
|Total liabilities and stockholders equity                                           | $ | 51,138      |  

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

F-1

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Statements of Operations         
|(Unaudited)                      

|(Expressed in
      U.S. Dollars)   |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|----------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | -
|                                    |   | Cumulative     |   |   |              |   |   |              |   |   |             |   |   |             |  
|                                    |   | March 25, 2004 |   |   | Three Months |   |   | Three Months |   |   | Six Months  |   |   | Six Months  |  
|                                    |   | (inception) to |   |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |  
|                                    |   | October 31,    |   |   | October 31,  |   |   | October 31,  |   |   | October 31, |   |   | October 31, |  
|                                    |   | 2007           |   |   | 2007         |   |   | 2006         |   |   | 2007        |   |   | 2006        |  
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Revenues                            |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Oil and natural gas sales           | $ | 736            |   | $ | 268          |   | $ | -            |   | $ | 736         |   | $ | -           |  
|Interest income                     |   | 116            |   |   | -            |   |   | -            |   |   | -           |   |   | 116         |  
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|                                    |   | 852            |   |   | 268          |   |   | -            |   |   | 736         |   |   | 116         |  
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|General and administrative expenses |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Bank and interest charges           |   | 738            |   |   | 160          |   |   | 58           |   |   | 180         |   |   | 367         |  
|Depletion expense                   |   | 2,448          |   |   | 1,024        |   |   | -            |   |   | 2,448       |   |   | -           |  
|Management fees                     |   | 1,500          |   |   | -            |   |   | -            |   |   | -           |   |   | -           |  
|Office expenses                     |   | 1,218          |   |   | 801          |   |   | 195          |   |   | 801         |   |   | 312         |  
|Operating costs                     |   | 762            |   |   | 212          |   |   | -            |   |   | 762         |   |   | -           |  
|Professional fees                   |   | 54,195         |   |   | 4,500        |   |   | 7,870        |   |   | 21,845      |   |   | 24,179      |  
|Transfer agent and filing fees      |   | 8,281          |   |   | 1,034        |   |   | 1,670        |   |   | 2,148       |   |   | 4,107       |  
|Travel and entertainment            |   | 2,723          |   |   | -            |   |   | -            |   |   | -           |   |   | -           |  
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|                                    |   | 71,865         |   |   | 7,731        |   |   | 9,793        |   |   | 28,184      |   |   | 28,965      |  
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Net loss                            | $ | (71,013        | ) | $ | (7,463       | ) | $ | (9,793       | ) | $ | (27,448     | ) | $ | (28,849     | )
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Basic and diluted loss per share    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Net loss
      per share            |   |                |   | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.01       | ) | $ | (0.01       | )
|                                    |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|Weighted average number of          |   |                |   |   |              |   |   |              |   |   |             |   |   |             |  
|common shares outstanding           |   |                |   |   | 3,100,000    |   |   | 3,100,000    |   |   | 3,100,000   |   |   | 3,090,217   |  

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

F-2

---

|EXPLORTEX ENERGY INC.                                                   
|------------------------------------------------------------------------
|(An exploration stage enterprise)                                       
|For the period from inception (March 25, 2004) to October
      31, 2007
|Statements of Stockholders Equity                                      
|(Unaudited)                                                             

|(Expressed in
      U.S. Dollars)   |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|----------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ------- | -
|                                    |  |              |  |   |         |  |   |             |  |   | Deficit       |   |   |         |  
|                                    |  |              |  |   |         |  |   |             |  |   | accumulated   |   |   |         |  
|                                    |  |              |  |   |         |  |   | Additional  |  |   | during        |   |   | Total   |  
|                                    |  | Common Stock |  |   | paid-in |  |   | exploration |  |   | Stockholders |  
|                                    |  | Shares       |  |   | Amount  |  |   | capital     |  |   | stage         |   |   | equity  |  
|Balance,March 25, 2004 (inception)  |  | -            |  | $ | -       |  | $ | -           |  | $ | -             |   | $ | -       |  
|Net loss for the
      period       |  | -            |  |   | -       |  |   | -           |  |   | (2,000        | ) |   | (2,000  | )
|Balance,April 30, 2004              |  | -            |  |   | -       |  |   | -           |  |   | (2,000        | ) |   | (2,000  | )
|Stock issued at $0.001 per share in |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|May 2004                            |  | 2,000,000    |  |   | 2,000   |  |   | -           |  |   | -             |   |   | 2,000   |  
|Net loss for the
      period       |  | -            |  |   | -       |  |   | -           |  |   | (269          | ) |   | (269    | )
|Balance,April 30, 2005              |  | 2,000,000    |  |   | 2,000   |  |   | -           |  |   | (2,269        | ) |   | (269    | )
|Stock issued at $0.075 per share in |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|January 2006                        |  | 500,000      |  |   | 500     |  |   | 37,000      |  |   | -             |   |   | 37,500  |  
|Stock issued at $0.075 per share in |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|April 2006                          |  | 500,000      |  |   | 500     |  |   | 37,000      |  |   | -             |   |   | 37,500  |  
|Net loss for the
      period       |  | -            |  |   | -       |  |   | -           |  |   | (5,220        | ) |   | (5,220  | )
|Balance,April 30, 2006              |  | 3,000,000    |  |   | 3,000   |  |   | 74,000      |  |   | (7,489        | ) |   | 69,511  |  
|Stock issued at $0.075 per share in |  |              |  |   |         |  |   |             |  |   |               |   |   |         |  
|May 2006                            |  | 100,000      |  |   | 100     |  |   | 7,400       |  |   | -             |   |   | 7,500   |  
|Net loss for the
      period       |  | -            |  |   | -       |  |   | -           |  |   | (36,076       | ) |   | (36,076 | )
|Balance,April 30, 2007              |  | 3,100,000    |  | $ | 3,100   |  | $ | 81,400      |  | $ | (43,565       | ) | $ | 40,935  |  
|Net loss for the
      period       |  | -            |  |   | -       |  |   | -           |  |   | (27,448       | ) |   | (27,448 | )
|Balance,October 31, 2007            |  | 3,100,000    |  | $ | 3,100   |  | $ | 81,400      |  | $ | (71,013       | ) | $ | 13,487  |  

The accompanying notes are an integral part of these financial
  statements

F-3

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Statements of Cash Flows         
|(Unaudited)                      

|(Expressed in
      U.S. Dollars)                      |   |                |   |   |             |   |   |             |  
|------------------------------------------------------ | - | -------------- | - | - | ----------- | - | - | ----------- | -
|                                                       |   |                |   |   |             |   |   |             |  
|                                                       |   | Cumulative     |   |   |             |   |   |             |  
|                                                       |   | March 25, 2004 |   |   | Six Months  |   |   | Six Months  |  
|                                                       |   | (inception) to |   |   | Ended       |   |   | Ended       |  
|                                                       |   | October 31,    |   |   | October 31, |   |   | October 31, |  
|                                                       |   | 2007           |   |   | 2007        |   |   | 2006        |  
|                                                       |   |                |   |   |             |   |   |             |  
|Cash flows from (used in) operating
      activities   |   |                |   |   |             |   |   |             |  
|Net loss for the period                                | $ | (71,013        | ) | $ | (27,448     | ) | $ | (28,849     | )
|Items not involving cash:                              |   |                |   |   |             |   |   |             |  
|- depletion and amortization                           |   | 2,448          |   |   | 2,448       |   |   | -           |  
|- accrued interest payable                             |   | 128            |   |   | 128         |   |   | -           |  
|Changes in non-cash working capital items:             |   |                |   |   |             |   |   |             |  
|- accounts payable and accrued
      expenses          |   | 7,523          |   |   | (2,630      | ) |   | 9,057       |  
|-
      prepaid                                        |   | -              |   |   | -           |   |   | -           |  
|                                                       |   |                |   |   |             |   |   |             |  
|Net cash used
      in operating activities            |   | (60,914        | ) |   | (27,502     | ) |   | (19,792     | )
|                                                       |   |                |   |   |             |   |   |             |  
|Cash flows used in investing activities                |   |                |   |   |             |   |   |             |  
|Oil and gas properties                                 |   | (48,899        | ) |   | (6,832      | ) |   | (42,067     | )
|                                                       |   |                |   |   |             |   |   |             |  
|Net cash used in investing activities                  |   | (48,899        | ) |   | (6,832      | ) |   | (42,067     | )
|                                                       |   |                |   |   |             |   |   |             |  
|Cash flows from financing activities                   |   |                |   |   |             |   |   |             |  
|Proceeds from issuance of common stock                 |   | 84,500         |   |   | -           |   |   | 7,500       |  
|Proceeds from related party loan                       |   | 30,000         |   |   | 30,000      |   |   | -           |  
|                                                       |   |                |   |   |             |   |   |             |  
|Net cash from financing activities                     |   | 114,500        |   |   | 30,000      |   |   | 7,500       |  
|                                                       |   |                |   |   |             |   |   |             |  
|Increase (decrease) in cash and cash
      equivalents |   | 4,687          |   |   | (4,334      | ) |   | (54,359     | )
|                                                       |   |                |   |   |             |   |   |             |  
|Cash and cash equivalents,beginning of period          |   | -              |   |   | 9,021       |   |   | 70,861      |  
|                                                       |   |                |   |   |             |   |   |             |  
|Cash and cash equivalents, end of period               | $ | 4,687          |   | $ | 4,687       |   | $ | 16,502      |  
|                                                       |   |                |   |   |             |   |   |             |  
|Supplemental cash flow information:                    |   |                |   |   |             |   |   |             |  
|Interest expenses paid                                 | $ | -              |   | $ | -           |   | $ | -           |  
|Income taxes paid                                      |   | -              |   |   |             |   |   |             |  

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

F-4

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|October 31, 2007                 
|(Unaudited)                      
|(Expressed in
      U.S. Dollars)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The accompanying unaudited interim balance sheet,
      statements of operations, statements of shareholders equity and cash
      flows reflected all adjustments, consisting of normal recurring
      adjustments that are, in the opinion of management, necessary for a fair
      presentation of the financial position of the Company, at October 31, 2007
      and the results of operations, shareholders equity and cash flows for the
      interim period ended October 31, 2007. The accompanying unaudited
      financial statements have been prepared in accordance with the instruction
      from Form 10-QSB pursuant to the rules and regulations of the Securities
      and Exchange Commission and, therefore, do not include all information and
      notes normally provided in audited financial statements and should be read
      in conjunction with the Companys audited financial statements for the
      fiscal year ended April 30, 2007. The result of operations for the interim
      periods presented is not necessarily indicative of the results to be
      expected for the full year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



F-5

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|October 31, 2007                 
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

|2. | Significant Accounting Policies
|-- | -------------------------------
|   |                                
|   | a)                             
|   |                                
|   |                                
|   |                                
|   | b)                             
|   |                                
|   |                                
|   |                                
|   | c)                             
|   |                                
|   |                                
|   |                                
|   | d)                             
|   |                                
|   |                                
|   |                                
|   |                                



F-6

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|October 31, 2007                 
|(Unaudited)                      
|(Expressed in
      U.S. Dollars)

| |    | properties included in the costs being amortized; less
      (D) income tax effects related to differences between the book and tax
      basis of the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | For unproven properties, the Company excludes from
      capitalized costs subject to depletion, all costs directly associated with
      the acquisition and evaluation of the unproved property until it is
      determined whether or not proved reserves can be assigned to the property.
      Until such a determination is made, the Company assesses the property at
      least annually to ascertain whether impairment has occurred. In assessing
      impairment the Company considers factors such as historical experience and
      other data such as primary lease terms of the property, average holding
      periods of unproved property, and geographic and geologic data. The
      Company adds the amount of impairment assessed to the cost to be amortized
      subject to the ceiling test. As of October 31, 2007, none of the Companys
      oil and gas properties were considered impaired.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | e) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company recognizes a liability for future retirement
      obligations associated with the Companys oil and gas properties. The
      estimated fair value of the asset retirement obligation is based on the
      current cost escalated at an inflation rate and discounted at a credit
      adjusted risk-free rate. This liability is capitalized as part of the cost
      of the related asset and amortized over its useful life. The liability
      accretes until the Company settles the obligation. At October 31, 2007 the
      future asset retirement of the Company is considered immaterial.                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | f) | Foreign Currency Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company maintains its accounting records in U.S.
      Dollars, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | At the transaction date, each asset, liability, revenue
      and expense is translated into U.S. dollars by the use of the exchange
      rate in effect at that date. At the reporting period end, assets and
      liabilities are remeasured by using the exchange rate in effect at that
      date. The resulting foreign exchange gains and losses are included in
      operations and have not been material to date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | g) | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Companys financial instruments consist of cash and
      cash equivalents, accounts payable and accrued expenses and related party
      loans. The carrying amounts of these financial instruments approximate
      fair value due to the short-term nature of these items. Management is of
      the opinion that the Company is not exposed to significant interest,
      currency or credit risks arising from these financial
  instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | h) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company has adopted Statement of Financial Accounting
      Standards (SFAS) No. 109, Accounting for Income Taxes, which requires
      the Company to recognize deferred tax liabilities and assets for the
      expected future tax consequences of events that have been recognized in
      the Companys financial statements or tax returns using the liability
      method. Under this method, deferred tax liabilities and assets are
      determined based on the temporary differences between the financial
      statements and tax bases of assets and liabilities using enacted tax rates
      in effect in the periods in which the differences are expected to
      reverse.                                                                                                                                                                                                                      



F-7

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|October 31, 2007                 
|(Unaudited)                      
|(Expressed in
      U.S. Dollars)

| | i) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company adopted SFAS No. 130, Reporting
      Comprehensive Income which requires such things as the inclusion of
      foreign currency translation adjustments to be reported separately in its
      Statement of Stockholders Equity as part of other comprehensive income.
      The Company had no other comprehensive income for the periods
      presented.                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | j) | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 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. The Company has adopted SFAS
      No. 128, Earnings Per Share. Diluted loss per share is equivalent to
      basic loss per share as there are no dilutive securities
    outstanding.                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | k) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Prior to May 1, 2006, the Company accounted for
      stock-based awards under the intrinsic value method, which followed the
      recognition and measurement principles of APB Opinion No. 25,
      Accounting for Stock Issued to Employees, and related
      Interpretations. The intrinsic value method of accounting resulted in
      compensation expense for stock options to the extent that the exercise
      prices were set below the fair market price of the Company's stock at the
      date of grant.                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | As of May 1, 2006, the Company adopted SFAS No. 123(R)
      using the modified prospective method, which requires measurement of
      compensation cost for all stock-based awards at fair value on the date of
      grant and recognition of compensation over the service period for awards
      expected to vest. The fair value of stock options is determined using the
      Black-Scholes valuation model, which is consistent with the Company's
      valuation techniques previously utilized for options in footnote
      disclosures required under SFAS No. 123, Accounting for Stock Based
      Compensation, as amended by SFAS No. 148, Accounting for Stock
      Based Compensation Transition and Disclosure.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Since the Company did not issue stock options to
      employees during the six months ended October 31, 2007 or 2006, there is
      no effect on net loss or earnings per share had the Company applied the
      fair value recognition provisions of SFAS No. 123(R) to stock-based
      employee compensation. When the Company issues shares of common stock to
      employees and others, the shares of common stock are valued based on the
      market price at the date the shares of common stock are approved for
      issuance.                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | l) | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | There are no new accounting pronouncements that are
      expected to be effective and have a material effect on the Companys
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



F-8

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|October 31, 2007                 
|(Unaudited)                      
|(Expressed in
      U.S. Dollars)

|3. | Oil and Gas Property, Unproven
|-- | ------------------------------

In December 2005, the Company entered
into a participation agreement with PB Energy USA Ltd. (PB), for the right to
participate up to a 25% working interest in up to twenty-four wells by paying up
to 33% of the leasing, drilling, completing and pipeline costs. The wells will
target the Barnett Shale formation and will be located generally in the
Dallas-Fort Worth area of North Texas.

In May 2006, the Company elected to
participate in a 1% working interest in an exploration well in the Barnett
Shale, which represented 1.33% of the estimated leasing, drilling, completing
and pipeline costs. During the year ended April 30, 2007, the operator
voluntarily relinquished one-fifth of its 25% carried interest in the well due
to cost overruns. The Company now has a 1.07% working interest in the well.

At October 31, 2007, $48,899 has been
spent on drilling, gathering and tie-in activities. The total costs incurred and
depletion of the Companys oil and gas properties are summarized as follows:

| |                                   |   |              |  |   | Accumulated   |   |   |        | 
| | --------------------------------- | - | ------------ |  | - | ------------- | - | - | ------ | 
| |                                   |   | Drilling and |  |   | depletion and |   |   | Total  | 
| |                                   |   | Gathering    |  |   | amortization  |   |   |        | 
| | Malcolm-Star, Barnett Shale       |   |              |  |   |               |   |   |        | 
| |                                   |   |              |  |   |               |   |   |        | 
| | Year ended April 30, 2007         | $ | 42,067       |  |   | -             |   | $ | 42,067 | 
| |                                   |   |              |  |   |               |   |   |        | 
| | Six months ended October 31, 2007 |   | 6,832        |  |   | (2,448        | ) |   | 4,384  | 
| |                                   |   |              |  |   |               |   |   |        | 
| | Total oil and gas properties      |   |              |  |   |               |   |   |        | 
| | October 31, 2007                  | $ | 48,899       |  | $ | (2,448        | ) | $ | 46,451 | 

Based on the status of the Companys
exploration activities, management has determined that no impairment has
occurred.

|4. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        



F-9

---

- 3 -

|Item 2. | Managements Discussion and Analysis or Plan
      of Operation.
|------- | ----------------------------------------------------------------

FORWARD LOOKING STATEMENTS

This Quarterly Report may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 that involve
risks and uncertainties. In particular such forward-looking statements may be
found in this section. The following discussion and analysis of the financial
condition and results of operations should be read in conjunction with the
financial statements and related notes included elsewhere in this Quarterly
Report. Words or phrases such as hope, expect, intend, plan or similar
expressions are generally intended to identify forward-looking statements. Those
statements involve risks and uncertainties that could cause actual results to
differ materially from the results discussed herein. The principal risks and
uncertainties that may affect our actual performance and results of operations
include the following: general economic conditions; exploration successes, the
acquisition of oil and gas assets, continued availability of capital and
financing; adverse weather; governmental regulations; changes in governmental
and public policy; changes in economic conditions specific to our business;
competition; availability of equipment and qualified personnel and unexpected
operational difficulties. Other risks and uncertainties may also affect the
outcome of our actual performance and results of operations. You are cautioned
not to place undue reliance on the forward-looking statements made in this
Managements Discussion and Analysis or Plan of Operations.

Overview

We are a natural resource exploration stage company engaged in
the participation in the drilling of oil and gas properties in the United
States. We have acquired a 1% working interest, which has been increased to a
1.07% interest, in an exploration well drilled by Star of Texas Energy Services.
We acquired this working interest through our PB Energy Participation Agreement
with PB Energy USA Ltd. We do not conduct any independent oil and gas
exploration, other than through our participation in wells drilled by Star of
Texas Energy Services, as operator, under the PB Energy Participation
Agreement.

We are considered an exploration or exploratory stage company
as we are involved in the participation in the drilling of exploration wells
that we believe may contain commercial quantities of oil and gas for the purpose
of production and sale. We do not own any direct interest in any oil and gas
property and there are no assurances that the exploration wells in which we
participate will result in the establishment of proved oil or gas reserves or
commercial production.

On December 1, 2005, we entered into a non-exclusive
participation agreement (the PB Energy Participation Agreement) with PB Energy
USA Ltd. (PB Energy). PB Energy has the right to participate in certain wells
to be drilled by Star of Texas Energy Services, Inc. (Star of Texas). Star of
Texas has arranged with land owners and leaseholders for the rights to drill
exploration wells targeting the Barnett Shale formation in North Texas, and has
proposed to drill, as operator, one exploration well per month for a period of
twenty-four months. As operator, Star of Texas retains a 25% working interest in
each well that it drills as operator. These rights are defined in the
participation agreement that is entered into for each individual well drilled by
Star of Texas. Star of Texas has the right to assign part or all of its 25%
working interest to third parties.

The PB Energy Participation Agreement gives us the right, but
not the obligation, to participate up to a maximum 25% working interest, subject
to availability, in each exploration well to be drilled by Star of Texas up to
December of 2007. In order to purchase each 1% working interest in a well, we
are required to pay a project payment of approximately $35,000 per 1% working
participation interest. This amount is based on an estimated gross cost for the
horizontal drilling and completion attempt per well of $2,700,000, and the
requirement under the individual well participation agreement that the 75%
working interest participants are obligated to pay 100% of the actual drilling
and completion costs. In aggregate, we have the option to acquire up to a 25%
working interest in each well by paying up to

---

- 4 -

33.33% of all costs and expenses incurred for the joint account
under the operating agreement respecting the drilling and completion of each
well.

We committed in the PB Energy Participation Agreement to
participate in the drilling of one well. We have met this commitment by electing
to participate in the Malcolm-Star well, as described below.

We will be required to pay in advance for our proportion share
in the cost of drilling and participation in any well pursuant to an
authorization for expenditure that will be delivered to us by the operator. The
authorization for expenditures sets forth the operators good faith estimate of
the costs of the well, and we are required to pay for our proportionate cost to
the extent of our working interest prior to commencement of drilling. This
amount represents projected costs of drilling and completion of the well, but
does not include casing of the well.

Participation in the drilling and completion of a well will
cover the cost of drilling and completion to an objective depth. Once the well
has been drilled to the objective depth, we will have to elect, upon receiving
all information available in respect of the well, to participate in the setting
of production casing for and completion of the well. If we participate in the
casing and completion of the well, then we will be required to pay a proportion
of this expense based upon our proportionate working interest, subject to the
25% carried interest of Star of Texas. If we do not elect to participate, then
we will be subject to those penalties set forth in the Operating Agreement. If
all parties with an interest in a well elect to abandon the well, then we will
pay our working interest share of all costs associated with plugging and
abandoning the well.

All operations of any well will be conducted in accordance with
the terms and provisions of the Operating Agreement. Star of Texas is designated
as the operator for the well, and is entitled to receive all revenues due to the
owners of the working interests in each well and to deduct operating and other
expenses from the revenue prior to the distribution of the revenues. Star of
Texas, as operator, also has the right to enter into gas purchase contracts
binding the working interest owners on terms and conditions deemed reasonable by
Star of Texas.

As operator, Star of Texas has the sole right and discretion,
at any time and for any reason, to substitute re-entry or drill site locations
and/ or refuse to re-enter and drill any well. In the event of substitution, the
funds for such well that have been contributed will be used for the purposes of
re-entering or drilling and possibly completing the substitute well or wells. In
the event that the operator decides not to re-enter and drill a well and does
not substitute a well or wells, the operator is required to return the funds we
have contributed to us, after all cost overages have been paid.

The term of the PB Energy Participation Agreement is for a
period of two years.

The Malcolm Star Well

In May 2006, we elected to participate in our first exploration
well with Star of Texas pursuant to the PB Energy Participation Agreement. To
date, we have made cash call payments and accruals of $48,899 for a 1% working
interest in the Malcolm-Star #1H natural gas horizontal well (Malcolm-Star).
Based on our 1% working interest, we are obliged to pay for 1.333% of the costs
for drilling and completion of the well, but will only be entitled to receive a
1% revenue interest in the well. Due to cost overruns the Malcolm-Star well
experienced, the operator voluntarily relinquished one-fifth of their 25%
carried interest. As a result, we are now entitled to a 1.07% working interest
in the Malcolm-Star well.

The Malcolm-Star prospect consists of 211.8 acres in Wise
County, Texas, a core gas area of the Barnett Shale play of North Texas. Star of
Texas has access to seismic geological data which shows the area to be favorable
for the drilling of a horizontal well. Star of Texas commenced drilling the
Malcolm-Star well on May 22, 2006. The well was drilled to a depth of 10,500
feet to test the Barnett

---

- 5 -

Shale formation, which was approximately 2,000 feet farther
than expected. The estimated cost of our proportionate share of the drilling and
completion of this well was $35,532. To October 31, 2007, we advanced or accrued
to Star of Texas $48,889 for our share of the costs of the well. The well
experienced cost overruns because the operator needed to twin the hole due to
lost equipment. Star of Texas has advised that the well began production on June
8, 2007. During the period ended October 31, 2007, the well flowed at an average
rate of 80 MCF (thousand cubic feet) of natural gas per day. Our working
interest in the well is 1.07% or approximately 0.90 MCF/day. The well has
limited production history and we cannot evaluate the economics of the well
until production volumes have leveled off. We plan to continue to participate in
future exploration wells, subject to our achieving additional financing and
subject to our determination to proceed based on the results of the Malcolm-Star
well. There is no assurance that the Malcolm-Star well will be successful in
producing commercial quantities of gas from which production can be obtained.

PLAN OF OPERATIONS

Our plan of operations for the next twelve months is to
complete the following objectives within the time periods specified, subject to
our obtaining the funding necessary for continued exploration:

|1. | We participated in a 1.07% working interest in the
      Malcolm-Star well in the Barnett Shale. We have advanced or accrued
      $48,899 to the operator of the well which is estimated to cover our 1.07%
      working interest in the costs to lease, drill, complete and tie-in the
      well. The total cost of the well was estimated at $2,665,000 but has since
      risen to approximately $4,700,000 due to the twining of the hole as a
      result of lost equipment. The drilling of the Malcolm-Star well was
      completed in early September 2006 and tied-in in October 2006. On June 8,
      2007, the well began flowing at an average rate of 80 MCF of natural gas
      per day. Our working interest in the well is 1.07% or approximately 0.90
      MCF/day. We are waiting for the wells production to level off to
      determine if it is economical.                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | If warranted by the results of the Malcolm-Star well, but
      not conditional, we intend to participate in working interests in further
      Barnett Shale exploration wells as proposed under the PB Energy
      Participation Agreement. We would likely proceed with a further 1% working
      interest in a Barnett Shale well as evaluated by Star of Texas, subject to
      us having sufficient financing. We expect the costs of the 1% working
      interest in the well to be approximately $45,000, which is higher than
      originally anticipated due to an increase in costs to drill. We anticipate
      that we will have to raise additional funding in order to participation in
      new exploration wells. If we obtain the necessary financing, we anticipate
      that we could participate in a second well to be drilled during the fall
      of 2007 and would take approximately fifteen weeks to complete.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | If the Malcolm-Star well proves to be uneconomical, we
      intend to seek out other opportunities in the oil and gas sector or other
      business opportunities outside the oil and gas sector, subject to us
      obtaining additional financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | We anticipate spending approximately $1,500 in ongoing
      general and administrative expenses per month for the next twelve months,
      for a total anticipated expenditure of $18,000 over the next twelve
      months. The general and administrative expenses will consist primarily of
      professional fees for the audit and legal work relating to our regulatory
      filings throughout the year, as well as transfer agent fees and general
      office expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

As at October 31, 2007, we had cash reserves of $4,687 and a
working capital deficit of $32,964. We anticipate that our cash will be
sufficient to enable us to pay for our general and administrative expenses for
the next six months. However, our ability to pay our obligations for the
Malcolm-Star well and participate in further exploration wells will be subject
to us obtaining additional financing as these expenditures will exceed our cash
and working capital reserves.

---

- 6 -

During the twelve month period, we may or may not generate any
revenue dependent on the success of our 1.07% working interest in the
Malcolm-Star well. Accordingly, we will be required to obtain additional
financing in order to continue our plan of operations. We believe that debt
financing will likely not be an alternative for funding additional exploration
wells as we do not have tangible assets to secure any debt financing. We
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. However, we do not have any financing arranged and
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 participation in
additional exploration wells. In the absence of such financing, we will not be
able to continue exploration and our business plan will fail. Even if we are
successful in obtaining equity financing to fund additional exploration wells,
there is no assurance that we will obtain the funding necessary to pursue any
further exploration. If we do not continue to obtain additional financing, we
will not be able to continue with our exploration plan.

RESULTS OF OPERATIONS

Revenues

We have recorded $736 in oil and natural gas sales during the
six months ended October 31, 2007 compared to no such revenue in the prior
period. The oil and natural gas sales during the current period were generated
from our participation in the Malcolm-Star well. It has not yet been determined
if the Malcolm-Star well will be successful and if economic levels of natural
gas will be achieved.

General and Administrative Expenses

Our general and administrative expenses for three and six
months ended October 31, 2007 and 2006 are summarized below:

Three Months Ended October 31,
      2007
    Three Months Ended October 31,
      2006
    Six Months Ended October 31,
      2007
    Six Months Ended October 31,
      2006General and
      administrative expensesBank and Interest Charges
    $ 160
    $ 58
    $ 180
    $ 367Depletion and amortization
    1,024
    -
    2,448
    -Office Expenses
    801
    195
    801
    312Operating expenses
    212
    -
    762
    -Professional Fees
    4,500
    7,870
    21,845
    24,179Transfer Agent and
      Filing Fees
    1,034
    1,670
    2,148
    4,107Total General and Administrative Expenses
    $ 7,731
    $ 9,793
    $ 28,184
    $ 28,965


Professional Fees

Professional fees of $21,845 were incurred during the six
months ended October 31, 2007 related to expenses associated with being a
reporting company under the Securities Exchange Act of 1934. During 2006, we
incurred $24,179 in professional fees in connection with our financings in May
of 2006 and related to the filing of our SB-2 registration statement with the
SEC

Transfer Agent and Filing Fees

Transfer agent and filing fees represented amounts paid to keep
our corporation in good standing with state regulators and with the
establishment of our transfer agent.

---

- 7 -

Depletion and Amortization

We recorded depletion of our oil and gas properties of $2,448
for the six months ended October 31, 2007 compared with no such expense in the
comparative period in 2006. The depletion rate for oil and natural gas
properties for the period is based on production volume against managements
estimates of producing reserves.

Liquidity And Capital Resources

We had cash of $4,687 and a working capital deficit of $32,964
as at October 31, 2007, compared to cash of $9,021 and a working capital deficit
of $1,132 as at April 30, 2007.

Plan of Operations

We estimate that our total expenditures over the next twelve
months will be a minimum of approximately $18,000, as outlined above under the
heading Plan of Operations. We anticipate that our cash will be sufficient to
enable us to pay for our general and administrative expenses for the next six
months. However, our ability to pay our obligations for the Malcolm-Star well
and participate in further exploration wells will be subject to us obtaining
additional financing as these expenditures will exceed our cash and working
capital reserves. We anticipate that our cash and working capital will be
sufficient to enable us to sustain our operations for the next six months,
provided that we do not participate in any additional exploration wells during
this period. If we determine to proceed with participation in any additional
exploration wells during this period, then we will require additional
financing.

Cash Used in Operating Activities

Cash used in operating activities was $27,502 for the six
months ended October 31, 2007, compared with cash used in operating activities
of $19,792 for the six months ended October 31, 2006. The increase in cash used
in operating activities reflects the decrease in accounts payable of $2,630
during the most recent period. We anticipate that cash used in operating
activities will increase during the next year, as discussed under Plan of
Operations.

Cash Used in Investing Activities

Cash used in investing activities was $6,832 for the six months
ended October 31, 2007, compared with $42,067 in investing activities for the
six months ended October 31, 2006. The decrease in cash used in investing
activities is a reflection of the drilling, completing and tie-in activity of
the Malcolm Star well during the periods. The Malcolm Star well could still be
subject to cost overruns and the Company would be committed to fund 1.33% of any
such additional costs.

Cash from Financing Activities

We have funded our business to date primarily from sales of our
common stock. From our inception, on March 25, 2004, to October 31, 2007, we
have raised a total of $84,500 from private offerings of our securities. Gross
proceeds from the sale of shares of our common stock during the six months ended
October 31, 2006 totaled $7,500, compared to no such proceeds in the current
period.

During the six months ended October 31, 2007, we entered into a
loan agreement with our sole officer and director, whereby we borrowed $30,000
for a six month term expiring April 5, 2008. The loan is secured against our
assets and bears interest at the rate of 1⁄2% per month.

There are no assurances that we will be able to achieve further
sales of our common stock or any other form of additional financing. If we are
unable to achieve the financing necessary to continue our plan of

---

- 8 -

operations, then we will not be able to continue our
exploration of additional wells and our venture will fail.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive exploration activities. For
these reasons our auditors stated in their report dated June 25, 2007 that they
have substantial doubt we will be able to continue as a going concern. The
Company plans to raise funds through private or public equity or debt investment
in order to support existing operations and expand the range and scope of its
business. There is no assurance that such additional funds will be available for
the Company on acceptable terms, if at all.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned exploration
activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

Critical Accounting Policies

Investment in Oil and Gas Properties

We utilize the full cost method to account for our investment
in oil and gas properties. Accordingly, all costs associated with acquisition
and exploration of oil and gas reserves, including such costs as leasehold
acquisition costs, interest costs relating to unproved properties, geological
expenditures and direct internal costs are capitalized into the full cost pool.
When we obtain proven oil and gas reserves, capitalized costs, including
estimated future costs to develop the reserves and estimated abandonment costs,
net of salvage, will be depleted on the units-of-production method using
estimates of proved reserves. Investments in unproved properties and major
development projects including capitalized interest, if any, are not amortized
until proved reserves associated with the projects can be determined. If the
future exploration of unproved properties is determined uneconomical, the
amounts of such properties are added to the capitalized cost to be amortized.

The capitalized costs included in the full cost pool are
subject to a ceiling test, which limits such costs to the aggregate of the
estimated present value, using an estimated discount rate, of the future net
revenues from proved reserves, based on current economic and operating
conditions and the estimated value of unproven properties. Specifically, we
compute the ceiling test so that capitalized cost, less accumulated depletion
and related deferred income tax, do not exceed an amount (the ceiling) equal to
the sum of: (A) The present value of estimated future net revenue computed by
applying current prices of oil and gas reserves (with consideration of price
changes only to the extent provided by contractual arrangements) to estimated
future production of proved oil and gas reserves as of the date of the latest
balance sheet presented, less estimated future expenditures (based on current
cost) to be incurred in developing and producing the proved reserves computed
using a discount factor of ten percent and assuming continuation of existing
economic conditions; plus (B) the cost of property not being amortized; plus (C)
the lower of cost or estimated fair value of unproven properties included in the
costs being amortized; less (D) income tax effects related to differences
between the book and tax basis of the property.

---

- 9 -

For unproven properties, we exclude from capitalized costs
subject to depletion, all costs directly associated with the acquisition and
evaluation of the unproved property until it is determined whether or not proved
reserves can be assigned to the property. Until such a determination is made, we
assess the property at least annually to ascertain whether impairment has
occurred. In assessing impairment we consider factors such as historical
experience and other data such as primary lease terms of the property, average
holding periods of unproved property, and geographic and geologic data. We add
the amount of impairment assessed to the cost to be amortized subject to the
ceiling test. As of October 31, 2007, none of our oil and gas properties were
considered impaired.

|Item 8A. | Controls and Procedures.
|-------- | ------------------------

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of October
31, 2007, being the date of our most recently completed quarter. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Chris Cooper. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the rules and forms of the SEC.

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

During the quarter ended October 31, 2007, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended October 31, 2007.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

---

- 10 -

In connection with the preparation of our financial statements
for the six months ended October 31, 2007, certain additional internal control
weaknesses became evident to Mr. Cooper, that, in the aggregate, represent
material weakness, including:

| | (i)   | lack of segregation of incompatible duties;              
| | ----- | ---------------------------------------------------------
| |       |                                                          
| | (ii)  | insufficient Board of Directors representation;
      and
| |       |                                                          
| | (iii) | lack of effective oversight in an
      audit committee. 

As part of the communications by Peterson Sullivan, PLLC, or
Peterson Sullivan, with Mr. Cooper our sole director and Chief Executive
Officer, with respect to Peterson Sullivans audit procedures for fiscal 2007,
Peterson Sullivan informed Mr. Cooper that these deficiencies constituted
material weakness, as defined by Auditing Standard No. 2, An Audit of
Internal Control Over Financial Reporting Performed in Conjunction with an Audit
of Financial Statements, established by the Public Company Oversight Board,
or PCAOB.

In accordance with Section 404 of the Sarbanes-Oxley Act of
2002, we intend to take appropriate and reasonable steps to make the necessary
improvements to remediate these deficiencies. We intend to consider the results
of our remediation efforts and related testing as part of our year-end 2008
assessment of the effectiveness of our internal control over financial
reporting.

PART II  Other Information

|Item 1. | Legal Proceedings.
|------- | ------------------

We are not party to any legal proceedings.

|Item 2. | Unregistered Sales of Equity Securities and
      Use of Proceeds.
|------- | ------------------------------------------------------------------

None.

|Item 3. | Default upon Senior Securities.
|------- | -------------------------------

None.

|Item 4. | Submission of Matters to a Vote of Security
      Holders.
|------- | ----------------------------------------------------------

No matters were submitted to our security holders for a vote
during the first quarter of our fiscal year ending April 30, 2008.

|Item 5. | Other Information.
|------- | ------------------

None.

|Item 6. | Exhibits.
|------- | ---------

|Exhibit |                                                                            
|------- | ---------------------------------------------------------------------------
|Number  | Description of Exhibit                                                     
|3.1(1)  | Articles of Incorporation                                                  
|3.2(1)  | By-Laws                                                                    
|3.3(1)  | Certificate of Amendment, as
      filed with the Nevada Secretary of State

---

- 11 -

|Exhibit |                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                     
|10.1(1) | Participation
        Agreement between Explortex Energy Inc. and PB Energy USA Ltd. dated December
        1, 2005                                                                                                                        
|10.2(1) | Participation Agreement between
        Explortex Energy Inc. and Star of Texas Energy Services, Inc. dated December
        1, 2005                                                                                                       
|31.1(2) | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a-14(b) of the Exchange Act.                                                                                                       
|32.1(2) | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant Rule 13a-14(b)
        of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes- Oxley Act of 2002.

|(1) | Filed as an exhibit to our registration statement on
      Form SB-2 filed with the Commission on October 10, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                    
|(2) | Filed as an exhibit to this Form
  10-QSB                                                                          

SIGNATURES

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

EXPLORTEX ENEGRY INC.

|Signature        |  | Title                                                     | Date             
|---------------- |  | --------------------------------------------------------- | -----------------
|                 |  | President, Chief Executive
      Officer, Chief Financial |                  
|                 |  | Officer and Director
      (Principal Executive Officer   | December 13, 2007
|/s/ Chris Cooper |  | and Principal Accounting
      Officer)                   |                  
|Chris Cooper     |  |                                                           |                  

---