---

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 1934

For the quarterly period ended July 31,
2006

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE EXCHANGE ACT

For 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 [  ] No [X]

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 September 12,
2006.

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 Form 10-KSB.In the opinion of management, the accompanying statements contain all
adjustments necessary to present fairly the financial position of the Company as
of July 31, 2006, and its results of operations, stockholders equity, and its
cash flows for the three month period ended July 31, 2006 and 2005. 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)                                                          |   |          |  
|------------------------------------------------------------------------------------ | - | -------- | -
|                                                                                     |   | July 31, |  
|                                                                                     |   | 2006     |  
|ASSETS                                                                               |   |          |  
|Current assets                                                                       |   |          |  
|Cash and cash
      equivalents                                                      | $ | 28,972   |  
|Prepaid                                                                              |   | 5,509    |  
|                                                                                     |   | 34,481   |  
|Oil and gas property,unproven(Note 3)                                                |   | 30,023   |  
|Total assets                                                                         | $ | 64,504   |  
|                                                                                     |   |          |  
|LIABILITIES                                                                          |   |          |  
|Current liabilities                                                                  |   |          |  
|Accounts payable and accrued
      expenses                                          | $ | 6,549    |  
|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                               |   | (26,545  | )
|Total stockholders equity                                                           |   | 57,955   |  
|Total liabilities and stockholders
      equity                                     | $ | 64,504   |  

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

---

|EXPLORTEX ENERGY INC.                                                
|---------------------------------------------------------------------
|(An exploration stage enterprise)                                    
|For the period from inception (March 25, 2004)
      to July 31, 2006
|Statements of Stockholders Equity                                   
|(Unaudited)                                                          

(Expressed in U.S. Dollars)DeficitaccumulatedAdditional
    
    
    during
    
    
    TotalCommon Stock
    
    
    paid-in
    
    
    exploration
    
    
    StockholdersShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    equityBalance,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 inMay 2004
    
    2,000,000
    
    
    2,000
    
    
    -
    
    
    -
    
    
    2,000Net
      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 inJanuary 2006
    
    500,000
    
    
    500
    
    
    37,000
    
    
    -
    
    
    37,500Stock issued at $0.075 per share inApril 2006
    
    500,000
    
    
    500
    
    
    37,000
    
    
    -
    
    
    37,500Net
      loss for the period
    
    -
    
    
    -
    
    
    -
    
    
    (5,220
    )
    
    (5,220
    )Balance,April 30, 2006
    
    3,000,000
    
    
    3,000
    
    
    74,000
    
    
    (7,489
    )
    
    69,511Stock issued at $0.075 per share inMay 2006
    
    100,000
    
    
    100
    
    
    7,400
    
    
    -
    
    
    7,500Net
      loss for the period
    
    -
    
    
    -
    
    
    -
    
    
    (19,056
    )
    
    (19,056
    )Balance,July 31,
      2006
    
    3,100,000
    
    $
    3,100
    
    $
    81,400
    
    $
    (26,545
    )
    $
    57,955


The accompanying notes are an integral part of
these financial statements

---

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

(Expressed in U.S. Dollars)CumulativeMarch 25, 2004
    
    
    Three Months
    
    
    Three Months(inception) to
    
    
    Ended
    
    
    EndedJuly 31,
    
    
    July 31,
    
    
    July 31,2006
    
    
    2006
    
    
    2005General and administrative
      expensesBank charges
    $
    460
    
    $
    309
    
    $
    18Management fees
    
    1,500
    
    
    -
    
    
    -Office expenses
    
    117
    
    
    117
    
    
    -Professional fees
    
    20,980
    
    
    16,309
    
    
    -Transfer agent and filing fees
    
    3,604
    
    
    2,437
    
    
    -Loss before interest income
    $
    (26,661
    )
    $
    (19,172
    )
    $
    (18
    )Interest income
    
    116
    
    
    116
    
    
    -Net loss
    $
    (26,545
    )
    $
    (19,056
    )
    $
    (18
    )Basic and diluted loss per shareNet loss per share
    
    
    
    $
    (0.01
    )
    $
    (0.00
    )Weighted average number
      ofcommon shares outstanding
    
    
    
    
    3,080,435
    
    
    2,000,000


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

---

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

|(Expressed in U.S. Dollars)                            |   |                |   |   |              |   |   |              |  
|------------------------------------------------------ | - | -------------- | - | - | ------------ | - | - | ------------ | -
|                                                       |   |                |   |   |              |   |   |              |  
|                                                       |   | Cumulative     |   |   |              |   |   |              |  
|                                                       |   | March 25, 2004 |   |   | Three Months |   |   | Three Months |  
|                                                       |   | (inception) to |   |   | Ended        |   |   | Ended        |  
|                                                       |   | July 31,       |   |   | July 31,     |   |   | July 31,     |  
|                                                       |   | 2006           |   |   | 2006         |   |   | 2005         |  
|                                                       |   |                |   |   |              |   |   |              |  
|Cash flows from (used in)
      operating activities   |   |                |   |   |              |   |   |              |  
|Net loss for the period                                | $ | (26,545        | ) | $ | (19,056      | ) | $ | (18          | )
|Changes in non-cash
      working capital items:       |   |                |   |   |              |   |   |              |  
|- accounts payable and accrued
      expenses          |   | 6,549          |   |   | 5,199        |   |   | -            |  
|- prepaid                                              |   | (5,509         | ) |   | (5,509       | ) |   | -            |  
|                                                       |   |                |   |   |              |   |   |              |  
|Net cash used in operating
      activities            |   | (25,505        | ) |   | (19,366      | ) |   | (18          | )
|                                                       |   |                |   |   |              |   |   |              |  
|Cash flows used in
      investing activities          |   |                |   |   |              |   |   |              |  
|Oil and gas properties                                 |   | (30,023        | ) |   | (30,023      | ) |   | -            |  
|                                                       |   |                |   |   |              |   |   |              |  
|Net cash used in investing activities                  |   | (30,023        | ) |   | (30,023      | ) |   | -            |  
|                                                       |   |                |   |   |              |   |   |              |  
|Cash flows from financing
      activities             |   |                |   |   |              |   |   |              |  
|Proceeds from issuance of common
      stock           |   | 84,500         |   |   | 7,500        |   |   | -            |  
|                                                       |   |                |   |   |              |   |   |              |  
|Net cash from financing
      activities               |   | 84,500         |   |   | 7,500        |   |   | -            |  
|                                                       |   |                |   |   |              |   |   |              |  
|Increase (decrease) in cash
      and cash equivalents |   | 28,972         |   |   | (41,889      | ) |   | (18          | )
|                                                       |   |                |   |   |              |   |   |              |  
|Cash and cash equivalents,beginning of period          |   | -              |   |   | 70,861       |   |   | 187          |  
|                                                       |   |                |   |   |              |   |   |              |  
|Cash and cash equivalents, end of period               | $ | 28,972         |   | $ | 28,972       |   | $ | 169          |  
|                                                       |   |                |   |   |              |   |   |              |  
|Supplemental cash flow
      information:              |   |                |   |   |              |   |   |              |  
|Interest expenses paid                                 | $ | -              |   | $ | -            |   | $ | -            |  
|Income taxes paid                                      |   | -              |   |   | -            |   |   | -            |  

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

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

|1. | Basis of
Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying unaudited interim balance
      sheets, 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 July 31, 2006
      and the results of operations, shareholders equity and cash flows for the
      interim period ended July 31, 2006. 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 financial statements for the fiscal year
      ended April 30, 2006. The result of operations for the interim periods
      presented is not necessarily indicative of the results to be expected for
      the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying financial statements have
      been prepared in conformity with generally accepted accounting principles
      in the United States of America, which contemplates continuation of the
      Company as a going concern. However, the Company has sustained substantial
      operating losses in recent years resulting in a substantial accumulated
      deficit. As of July 31, 2006, the Company had a total of $28,972 in cash
      and working capital of $27,932. These factors raise substantial doubt
      about the Companys ability to continue as a going concern. The ability of
      the Company to meet its commitments as they become payable is dependent on
      the ability of the Company to obtain necessary financing or achieving a
      profitable level of operations. To meet these objectives, the Company
      plans to seek additional equity and expects to raise funds through private
      or public equity 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. Management believes that actions presently taken to
      revise the Companys operating and financial requirements provide the
      opportunity for the Company to continue as a going concern. The Companys
      ability to achieve these objectives cannot be determined at this time.
      There are no assurances that the Company will be successful in achieving
      these goals.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

|   |                                 | The Company has not generated any revenue and requires additional
      funds to maintain its operations. Managements plans in this regard
      is to participate in a one percent interest in the Malcolm-Star well to
      ascertain whether the well posses commercial quantities of natural gas.
      Management must raise additional capital to drill additional wells and for
      general working capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 | These conditions raise substantial doubt about the Companys
      ability to continue as a going concern. These financial statements do not
      include any adjustments that might result from this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                
|   |                                 | The Company has not generated any material operating revenues
      to date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Significant Accounting Policies
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                              | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 | Cash equivalents comprise certain highly
        liquid instruments with a maturity of three months or less when purchased.
        As at July 31, 2006, cash and cash equivalents consist of cash only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                              | Accounting Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 | The preparation of the financial statements
        in conformity with generally accepted accounting principles in the United
        States of America requires management to make estimates and assumptions
        that affect the reported amounts of assets and liabilities at the date
        of the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those estimates
        and assumptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                              | Concentration of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 | The Company places its cash and cash
        equivalents with high credit quality financial institutions. As of July
        31, 2006 the Company had no balance in a bank beyond insured limits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | d)                              | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 | The Company utilizes the full-cost method
        of accounting for petroleum and natural gas properties. Under this method,
        the Company capitalizes all costs associated with acquisition, exploration
        and development of oil and natural gas reserves, including leasehold acquisition
        costs, geological and geophysical expenditures, lease rentals on undeveloped
        properties and costs of drilling of productive and non-productive wells
        into the full cost pool on a country by country basis. As of July 31,
        2006, the Company had no properties with proven reserves. When the Company
        obtains proven oil and gas reserves, capitalized costs, including estimated
        future costs to develop the reserves proved and estimated abandonment
        costs, net of salvage, will be depleted on the units-of-production method
        using estimates of proved reserves. The costs of unproved properties are
        not amortized until it is determined whether or not proved reserves can
        be assigned to the properties. Until such determination is made the Company
        assesses annually whether impairment has occurred, and includes in the
        amortization base drilling exploratory dry holes associated with unproved
        properties.

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

| |    | The Company applies a ceiling test to the
      capitalized cost in the full cost pool. The ceiling test limits such cost
      to the estimated present value, using a ten percent discount rate, of the
      future net revenue from proved reserves, based on current economic and
      operating conditions. Specifically, the Company computes 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.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | 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 July 31, 2006, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 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 period end, monetary
      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 and accounts payable and accrued expenses.
      The carrying amounts of these financial instruments approximate fair value
      due to the short-term nature of these items. Management is of
      the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

| |    | 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.                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | i) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company adopted SFAS No. 130, Reporting
      Comprehensive Income requires such things as the inclusion of foreign
      currency translation adjustments 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 three months ended July 31, 2006 or 2005,
      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.                                                                                                                                                                                         

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | New Accounting
  Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | In July 2006, the Financial Accounting
      Standards Board (FASB) issued FASB Interpretation (FIN) No. 48,Accounting for Uncertainty in Income Taxes-an
      interpretation of FASB Statement No. 109.This
      Interpretation provides guidance for recognizing and measuring uncertain
      tax positions, as defined in Statement of Financial Accounting Standards
      (SFAS) No. 109,Accounting for Income Taxes.FIN No. 48 prescribes a threshold condition that a
      tax position must meet for any of the benefit of an uncertain tax position
      to be recognized in the financial statements. Guidance is also provided
      regarding derecognition, classification and disclosure of uncertain tax
      positions. FIN No. 48 is effective for fiscal years beginning after
      December 15, 2006. The Company does not expect that this Interpretation
      will have a material impact on their financial position, results of
      operations or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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 twenty-four wells by paying
      33% of the leasing, drilling, completing and pipeline costs. The wells
      will be located in the Barnett Shale 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. The Company advanced $35,532 to the
      operator of the well for its share of the costs. At July 31, 2006, $30,023
      of the advance has been spent on drilling and gathering activities. The
      total costs incurred and excluded from amortization for the Companys oil
      and gas properties are summarized as
follows:

| |                                   |   | Drilling and |  |   |        | 
| | --------------------------------- | - | ------------ |  | - | ------ | 
| |                                   |   | Gathering    |  |   | Total  | 
| | Malcolm-Star, Barnett
      Shale |   |              |  |   |        | 
| |                                   |   |              |  |   |        | 
| | Three months ended July 31, 2006  | $ | 30,023       |  | $ | 30,023 | 
| |                                   |   |              |  |   |        | 
| | Total oil and gas properties      | $ | 30,023       |  | $ | 30,023 | 

As of July 31, 2006, the
Companys oil and gas properties are considered unproven. Based on the status of
the Companys exploration activities, management has determined that no
impairment has occurred.

|4. | Related Party
    Transactions
|-- | ------------------------------

The Companys sole officer
and director acquired 2,000,000 shares of the Companys common stock at a price
of $0.001 per share for gross proceeds of $2,000 during the year ended April 30,
2005.

---

|EXPLORTEX ENERGY INC.            
|---------------------------------
|(An exploration stage enterprise)
|Notes to Financial Statements    
|July 31, 2006                    
|(Unaudited)                      
|(Expressed in U.S. Dollars)      

|5. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As at July 31, 2006, the Company has
      estimated tax losses carryforward for tax purposes of $26,500 which begin
      to expire in 2021. This amount may be applied against future federal
      taxable income. The Company evaluates its valuation allowance requirements
      on an annual basis based on projected future operations. When
      circumstances change and this causes a change in managements judgement
      about the realizability of deferred tax assets, the impact of the change
      on the valuation allowance is generally reflected in current
      income.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The tax effects of temporary differences
      that give rise to the Companys deferred tax asset are as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| | Three
      months ended July 31, |   | 2006   |   |   | 2005 |  
| | --------------------------------- | - | ------ | - | - | ---- | -
| | Loss carry forwards               | $ | 6,479  |   | $ | 6    |  
| | Valuation allowance               |   | (6,479 | ) |   | (6   | )
| |                                   | $ | -      |   | $ | -    |  

|6. | Comparative Amounts                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|   | Certain of the comparative amounts have been
      reclassified to conform to the current periods
  presentation.

---

- 13 -

|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.

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 Energy Services). Star of Texas Energy Services has arranged with land
owners and leaseholders for the rights to drill exploration wells in the Barnett
Shale area of North Texas and has proposed to drill, as operator, one
exploration well a month for twenty-four months. As operator, Star of Texas
Energy Services retains a 25% working interest in each well that is to be
drilled by it as operator. These rights are defined in the participation
agreement to be entered into for each individual well drilled by Star of Texas
Energy Services. Star of Texas Energy Services 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 Energy Services. 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 33.33% of all costs and expenses
incurred for the joint account under the operating agreement respecting the
drilling and completion of each well.

In May 2006, we elected to participate in our
first exploration well with Star of Texas Energy Services pursuant the PB Energy
Participation Agreement. We made a cash call payment of $35,532 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.

---

- 14 -

The Malcolm-Star prospect consists of 211.8 acres
in Wise County, Texas, a core gas area of the Barnett Shale of North Texas. Star
of Texas Energy Services has access to seismic geological data which shows the
area to be favorable for the drilling of a horizontal well. Star of Texas Energy
Services commenced drilling the Malcolm-Star well on May 22, 2006. The well is
to be drilled to a depth of 8,700 feet or to a depth to test the Barnett Shale,
whichever is the lesser depth. The estimated cost of our proportionate share of
the drilling and completion of this well is $35,532, which we advanced to Star
of Texas Energy Services during the current period. At July 31, 2006, Star of
Texas Energy Services had expended approximately $30,023 of the advance for the
drilling of the well. In early September 2006, Star of Texas Energy Services
advised us that the drilling was completed and they will be proceeding with a
frac, once equipment is available. We believe the results of the Malcolm-Star
well will be available in the fall of 2006. 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
discovering commercial quantities of gas from which production can be obtained.
Gas pipeline infrastructure is approximately one mile from the well.

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 are
participating in a 1% working interest in the Malcolm-Star well in the Barnett
Shale.We have advanced $35,532 to the operator of the
well which is estimated to cover our 1% working interest in the costs to lease,
drill, complete and pipeline the well. The total cost of the well is estimated
at $2,665,000. The drilling of the Malcolm-Star well was completed in early
September 2006 and we expect the results in the fall of 2006.

2.          If
warranted by the results of the Malcolm-Star well, but not conditional, we
intend to participate in working interests in further exploration wells in the
Barnett Shale as proposed under the PB Energy Participation Agreement. We would
likely proceed with a further 1% working interest in a well in the Barnett Shale
as evaluated by Star of Texas Energy Services, subject to us having sufficient
financing. We expect the costs of the 1% working interest in the well to be
approximately $35,000. 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 2006 and would take approximately twelve to
fifteen weeks to complete.

3.          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 July 31, 2006, we had cash reserves of
$28,972 and working capital of $27,932. We anticipate that our cash and working
capital will be sufficient to enable us to pay for our participation obligations
for the Malcolm-Star well and to pay for the costs of our general and
administrative expenses for the next twelve months. However, our ability to
participate in further exploration wells will be subject to us obtaining
additional financing as these expenditures will exceed our cash and working
capital reserves.

During the twelve month period, we may or may not
generate any revenue dependent on the success of our 1% 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

---

- 15 -

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 following the completion
of the Malcolm-Star well. If we do not continue to obtain additional financing,
we will not be able to continue with our exploration plan.

RESULTS OF OPERATIONS

In the following discussions, references to 2006
are to our three months ended July 31, 2006 and references to 2005 are to our
three months ended July 31, 2005.

Revenues

We have had no operating revenues since our
inception on March 25, 2004 through to the three months ended July 31, 2006. We
anticipate that we will not generate any revenues unless our participation in
the Malcolm-Star well is successful and production of natural gas is
achieved.

General and Administrative
Expenses

Our general and administrative expenses for 2006
and 2005 are summarized below:

Three Months
      Ended July 31, 2006
    Three Months
      Ended July 31, 2005General and administrative
      expensesBank Charges
    $ 309
    $ 18Office expenses
    117
    -Professional Fees
    16,309
    -Transfer agent and filing Fees
    2,437
    -Total general and administrative
      expenses
    $ 19,172
    $ 18


Professional fees incurred during 2006 were
incurred in connection with our completion of a financing in May 2006 and our
filing of our SB-2 registration statement with the Securities and Exchange
Commission. We did not incur any professional fees during 2005 as we were not
actively raising capital during this period. We anticipate that our professional
expenses will increase as a result of being a reporting company under the
Securities Exchange Act of 1934.

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.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $28,972 and working capital of
$27,932 at July 31, 2006, compared to cash of $70,861 and working capital of
$69,511 at April 30, 2006.

---

- 16 -

Plan of Operations

We estimate that our total expenditures over the
next twelve months will be approximately $23,000, as outlined above under the
heading Plan of Operations. We anticipate that our cash and working capital
will be sufficient to enable us to participate in the Malcolm-Star exploration
well and to pay for the costs of our general and administrative expenses for the
next twelve months. However, our ability to participate in further exploration
wells will be subject to us obtaining adequate financing as these expenditures
will exceed our cash reserves. We anticipate that our cash and working capital
will be sufficient to enable us to sustain our operations for the next twelve
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 $19,366 for
2006, compared with cash used in operating activities of $18 for 2005. The
increase in cash used in operating activities reflects the increase in the net
loss from $18 in 2005 to $19,056 in 2006. 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 $30,023 for
2006, compared with no cash used in investing activities for 2005. The increase
in cash used in investing activities is a result of the drilling costs of the
Malcolm Star well during the period. We anticipate that a further $5,000 to
$10,000 in cash will be used in investing activities in the next quarter for
drilling and completion costs, as discussed under Plan of
Operations.

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 July 31,
2006, 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
2006 totaled $7,500, compared to no such proceeds in 2005.

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 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 that they have
substantial doubt we will be able to continue as a going concern.

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.

---

- 17 -

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.

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. As of July 31, 2006, we had no proven oil and gas properties. 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.

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

As required by Rule 13a-15 under the Exchange Act,
we carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of July 31, 2006, being the end of the
period covered by this quarterly report. This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, Mr. Chris Cooper. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us required to be included in our periodic SEC filings
as at the end of the period covered by this report. There have been no changes
in our internal controls or in other factors that could significantly affect
internal controls subsequent to the date we carried out our
evaluation.

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 our most recently completed fiscal quarter
ended July 31, 2006 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.

The term internal control over financial
reporting is defined as a process designed by, or under the supervision of, our
principal executive and principal financial officers, or persons performing
similar functions, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial

---

- 18 -

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 our assets;                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|(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 our company are being made only in
      accordance with authorizations of our management and directors;
      and
|    |                                                                                                                                                                                                                                                                                                                                                               
|(c) | Provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use or
      disposition of our assets that could have a material effect on the
      financial statements.                                                                                                                                          

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.
|------- | ------------------------------------------------------------------

We completed an offering of 100,000 shares of our
common stock at a price of $0.075 per share to a total of nine purchasers on May
18, 2006. The total proceeds from this offering were $7,500 and will be used for
general working capital. We completed this offering pursuant to Rule 903(a) and
(b)(3) of Regulation S of the Act. Each sale of shares was completed as an
offshore transaction, as defined in Rule 902(h) of Regulation S, on the basis
that: (i) each investor was outside of the United States at the time the offer
to purchase the shares was made; and (ii) at the time the subscription agreement
for the shares was executed, the investor was outside of the United States or we
had a reasonable belief that the investor was outside of the United States. We
did not engage in any directed selling efforts, as defined in Regulation S, in
the United States. Each investor represented to us that the investor was not a
U.S. person, as defined in Regulation S, and was not acquiring the shares for
the account or benefit of a U.S. Person. Each purchaser represented their
intention to acquire the securities for investment only and not with a view
toward distribution. Appropriate legends have been affixed to the stock
certificate issued to each purchaser in accordance with Regulation S confirming
that the shares cannot be resold or transferred other than pursuant to
Regulation S, registration under the Securities Act or an exemption from the
registration requirements of the Securities Act. None of the securities were
sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved. No registration rights were granted to any of
the purchasers.

|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,
2007.

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

None.

---

- 19 -

|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                                                                                                                                                        
|10.1(1) | Participation Agreement between Explortex
      Energy Inc. and PB Energy USA Ltd. dated December1, 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) ofthe Exchange Act.                                                                                                    
|32.1(2) | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant Rule 13a-14(b)
      of theExchange 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 July 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   | September 12,
      2006
|/s/ Chris Cooper |  | and Principal Accounting
      Officer)                   |                         
|                 |  |                                                           |                         
|Chris Cooper     |  |                                                           |                         

---