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DRAGON'S LAIR HOLDINGS, S-1 Filing

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					                            As filed with the Securities and Exchange Commission on July 8, 2010

                                                                                                         Registration No. ___________

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

                                                  _______________________

                                              FORM S-1
                        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                  ______________________

                                              FOUR STAR HOLDINGS, INC.
                                      (Exact name of registrant as specified in its charter)

                                                 ________________________

          FLORIDA                                             1531                                          26-1427633
 (State or other jurisdiction of                 (Primary Standard Industrial                            (I.R.S. Employer
incorporation or organization)                   Classification Code Number)                            Identification No.)

                                                    100 Four Star Lane
                                                    Odenville AL 35120
                                                      (205) 640-3726
      (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

                                                     Bobby R. Smith, Jr.
                             Chairman of the Board, Chief Executive Officer, and Treasurer
                                                     100 Four Star Lane
                                                     Odenville AL 35120
                                                        (205) 640-3726
              (Name, address, including zip code, and telephone number including area code, of agent for service)

                                                __________________________

                                                       With a copy to:
                                               Law Offices of Joseph L. Pittera
                                                  2214 Torrance Boulevard
                                                         Suite 101
                                                 Torrance, California 90501
                                                  Telephone (310) 328-3588
                                                  Facsimile (310) 328-3063
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement is declared
effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.


If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):

       Large accelerated filer                                                            Accelerated filer         
       Non-accelerated filer                                                              Smaller reporting company 

(Do not check if a smaller reporting company)



                                                                         - ii -
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                                                CALCULATION OF REGISTRATION FEE


                                                                     Proposed          Proposed Maximum
                                                                    Maximum                Aggregate                     Amount of
       Title and Class of                 Amount to               Offering Price            Offering                     Registration
     Securities Registered               Be Registered            per Security (1)          Price (1)                        Fee
Common Stock
No Par Value

Prospectus                                 2,000,000                    $5.00               $10,000,000                     $7,130
Fran Mize                                  3,000,000                    $0.00                  $0.00                         $0.00
Bobby R. Smith Jr.                         3,000,000                    $0.00                  $0.00                         $0.00
Superior Hotels, Inc.                       900,000                     $0.00                  $0.00                         $0.00
Private Resources, LLC                     2,250,000                    $0.00                  $0.00                         $0.00
Richard Lee Barnes Esq                     1,500,000                    $0.00                  $0.00                         $0.00
Martin W. Smith                            1,500,000                    $0.00                  $0.00                         $0.00
Joe Pittera                                 200,000                     $0.00                  $0.00                         $0.00
Al Rhoney                                   590,000                     $0.00                  $0.00                         $0.00
Doug Drennen                                590,000                     $0.00                  $0.00                         $0.00
Laura Shelton                               590,000                     $0.00                  $0.00                         $0.00
Kathy Burttram                              590,000                     $0.00                  $0.00                         $0.00
Casie New                                   590,000                     $0.00                  $0.00                         $0.00
GM Holdings, Inc.                          1,500,000                    $0.00                  $0.00                         $0.00
Angelic Holdings, LLC                       300,000                     $0.00                  $0.00                         $0.00
Issued Shares                              2,000,000                    $5.00               $10,000,000                     $7,130
Issued Shares                             17,100,000                    $0.00                  $0.00                         $0.00

(1) Estimated solely for purposes of calculating the amount of the registration fee.

(2) As per officers compensation package

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to
sell, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


                                                                      - iii -
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                                                            PROSPECTUS

                                                      FOUR STAR HOLDINGS, INC.

                                       OFFERING OF 2,000,000 SHARES OF COMMON STOCK

The name of our Company is Four Star Holdings, Inc. We are offering from time to time 2,000,000 shares of our Common Stock at $5.00 per
share. No additional payment is required in connection with a conversion. We will not pay any dividends on the Common Stock unless
otherwise stated in a resolution executed by officers/directors.

The shares are being offered through our executive officers pursuant to an exemption as a broker/dealer under Rule 3a 4-1 of the Securities
Exchange Act. There is no minimum offering. Proceeds from the sale of the shares, up to $10,000,000 if all the shares offered are sold, will
not be placed in an escrow account and may be used by us upon receipt. We are offering the shares from time to time on a continuous basis,
but we may terminate the offering at any time.

Prior to this offering, there has been no public market for our common stock and there can be no assurance that any such market will develop.

                                                                    Proposed             Proposed Maximum
                                                                   Maximum                   Aggregate                       Amount of
       Title and Class of                Amount to               Offering Price               Offering                       Registration
     Securities Registered              Be Registered            per Security (1)             Price (1)                          Fee
Common Stock
No Par Value

Prospectus                                2,000,000                   $5.00                   $10,000,000                       $7,130
Fran Mize                                 3,000,000                   $0.00                      $0.00                           $0.00
Bobby R. Smith Jr.                        3,000,000                   $0.00                      $0.00                           $0.00
Superior Hotels, Inc.                      900,000                    $0.00                      $0.00                           $0.00
Private Resources, LLC                    2,250,000                   $0.00                      $0.00                           $0.00
Richard Lee Barnes Esq                    1,500,000                   $0.00                      $0.00                           $0.00
Martin W. Smith                           1,500,000                   $0.00                      $0.00                           $0.00
Joe Pittera                                200,000                    $0.00                      $0.00                           $0.00
Al Rhoney                                  590,000                    $0.00                      $0.00                           $0.00
Doug Drennen                               590,000                    $0.00                      $0.00                           $0.00
Laura Shelton                              590,000                    $0.00                      $0.00                           $0.00
Kathy Burttram                             590,000                    $0.00                      $0.00                           $0.00
Casie New                                  590,000                    $0.00                      $0.00                           $0.00
GM Holdings, Inc.                         1,500,000                   $0.00                      $0.00                           $0.00
Angelic Holdings, LLC                      300,000                    $0.00                      $0.00                           $0.00
Issued Shares                             2,000,000                   $5.00                   $10,000,000                       $7,130
Issued Shares                            17,100,000                   $0.00                      $0.00                           $0.00

The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider
the section of this prospectus titled “Risk Factors” beginning on page 13 before buying any of our securities.

The information in this prospectus is not complete and may be changed. We may not sell or offer these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

                                               Subject to Completion, Dated __________, 20__

                                                                     -v-
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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage
you to read the entire prospectus.

                                                      TABLE OF CONTENTS

                                                                                                                              Page

SUMMARY OF PROSPECTUS                                                                                                          1
   General Information about Our Company                                                                                       1
   The Offering                                                                                                                4
RISK FACTORS                                                                                                                   5
RISKS ASSOCIATED WITH OUR COMPANY                                                                                              5
RISKS ASSOCIATED WITH THIS OFFERING                                                                                            7
USE OF PROCEEDS                                                                                                                10
DETERMINATION OF OFFERING PRICE                                                                                                11
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES                                                                                  11
PLAN OF DISTRIBUTION                                                                                                           12
   Offering will be Sold by Our Officer and Director                                                                           12
   Terms of the Offering                                                                                                       12
   Procedures for and Requirements for Subscribing                                                                             13
DESCRIPTION OF SECURITIES                                                                                                      13
INTEREST OF NAMED EXPERT AND COUNSEL                                                                                           18
DESCRIPTION OF OUR BUSINESS                                                                                                    18
   General Information                                                                                                         18
   Industry Background                                                                                                         18
   Principal Products and their Markets                                                                                        23
   Distribution Methods                                                                                                        24
   Status of Any Publicly Announced Products                                                                                   24
   Competition                                                                                                                 24
   Sources and Availability of Products                                                                                        25
   Dependence on One of a Few Major Customers                                                                                  25
   Patents and Trademarks                                                                                                      25
   Need for Any Government Approval of Principal Products                                                                      25
   Government and Industry Regulation                                                                                          25
   Research and Development Activities                                                                                         25
   Environmental Laws                                                                                                          25
   Employees and Employment Agreements                                                                                         26
DESCRIPTION OF PROPERTY                                                                                                        26
LEGAL PROCEEDINGS                                                                                                              26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                                       26
FINANCIAL STATEMENTS                                                                                                           27
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                      76
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                           82
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON                                                                       82
EXECUTIVE COMPENSATION                                                                                                         86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                                 89
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                                 90
INDEMNIFICATION                                                                                                                91
AVAILABLE INFORMATION                                                                                                          91


                                                                - vi -
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                                                        ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. The registration statement
containing this prospectus, including the exhibits to the registration statement, also contains additional information about Four Star Holdings,
Inc. and the securities offered under this prospectus. That registration statement can be read at the Securities and Exchange Commission's
website (located at www.sec.gov ) or at the Securities and Exchange Commission‟s Public Reference Room mentioned under the heading
“Where You Can Find More Information” of this prospectus. This document will also register all stock issued with evidence by a certified
shareholders list.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to
provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document. Our business, financial condition or results of operations may have changed since
that date.

Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry statistics
or other publicly available information. We do not guarantee, and we have not independently verified this information. Accordingly, investors
should not place undue reliance on this information.

                                                                 REFERENCES

As used in this prospectus: (i) the terms “we”, “us”, “our”, and the “Company” mean Four Star Holdings, Inc.; (ii) “SEC” refers to the
Securities and Exchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933 , as amended; (iv) “Exchange
Act” refers to the United States Securities Exchange Act of 1934 , as amended; and (v) all dollar amounts refer to United States dollars unless
otherwise indicated.

                                               PROSPECTUS SUMMARY OF PROSPECTUS

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information
you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus
carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

General Information About The Company

Four Star Holdings, Inc. hereinafter referred to as “The Company”, and the term “Management” is hereinafter referred to Bobby R. Smith, Jr.
and Fran Mize, collectively. Management has operated as one of the largest developing and homebuilding companies in the Birmingham
Alabama area. The Company operates in four segments, Land Development, Structural Community Planning, Homebuilding, and Realty
Brokerage Services. As of March 31, 2010 the Company acquired Ridgefield Development Corporation and Four Star Realty, LLC, owned by
Smith and Mize (Management).


                                                                       -1-
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Four Star Holdings, Inc sells it properties under its subsidiary Four Star Realty, LLC. Management has been operating as officers and directors
in various real estate brokerage and development ventures since 1992. To date Management has built over 1,100 single family homes, over 30
commercial properties, and currently has two multifamily projects and one town home complex under development.

In December 2009 Management acquired majority control of a public company known as Dragons Lair Holdings, Inc. which was founded in
2007. The result of that transaction was the purchase of 74% of the Company‟s common stock through a Stock Purchase Agreement for the
consideration of $325,000. This gave authoritative control to Fran Mize, as President and Director and Bobby R. Smith, Jr. its Chairman and
CEO, The Company is headquartered in the Birmingham, Alabama area.

The banking industry, as a result of the Credit Crisis in the United States during the last two years, has limited and in some cases discontinued
funding in the real estate development sector. Management‟s solid foundation with its lenders for over the past 15 years has enabled them to
borrow over $200 million with a stellar performance in servicing this debt. However, even with positive equity on the balance sheet
Management‟s primary lending institutions shut down the majority of its available line of credit. This affected the Company as it experienced
slowed performance but did not stop the progress in sales and/or production. This did however, trigger the Company‟s interest in going public
to procure alternative financing for its expansion from other than traditional bank financing methods.

Over the past 18 months they have seen many of their Home Building Competitors dwindle due to over leveraging and higher than normal
carrying cost of inventory. The Company‟s conservative inventory levels have given it the ability to sell homes at a better than average sale
price compared to its competitors. To make it possible for purchasers of some of the Company‟s homes to obtain 100% financing thru Rural
Housing Development Loans, FHA-insured or VA-guaranteed mortgages, the Company must construct these homes in compliance with
regulations promulgated by these agencies.

Today, Birmingham ranks as one of the most important business centers in the nation and is also home of one of the largest banking centers in
the U.S. In addition, the Birmingham area serves as headquarters to one Fortune 500 company: Regions Financial and five Fortune 1000
companies.

Corporate Structure

The Land Development Subsidiary

The acquisition and development of land has always been a primary focus of Management and its companies. The recent acquisition of
Ridgefield Development demonstrates that management‟s current holdings are poised to become subsidiaries of The Company. All references
to “inventory” or “product” are referring to the development and/or construction of single family residences or commercial sites that
management will book into Four Star Holdings, Inc. as revenue and/or assets.

The intimate knowledge of the local areas enabled them to acquire parcels of land at outstanding values before these same parcels became
known to other potential purchasers in the area. This combined with excellent working relationships maintained with local zoning boards and
County Commissioners enabled them to develop these properties in a more efficient manner than those unfamiliar with any local or county
regulations. Of equal or greater importance in today‟s market, is Managements outstanding relationship with banks and other lenders in the
Southeast. While there are numerous opportunities available for the purchase of distressed properties, not every “bargain” purchase will
produce profits. The ability to sift through these opportunities requires a firsthand knowledge of “working the dirt” to know which properties
can be developed into income producing developments and which ones will still be growing weeds for the next three to five years. Bobby R.
Smith, Jr. Four Star‟s CEO owns “B & B Smith Construction” an excavation company complete with earth moving equipment and contacts for
leasing heavier equipment as needed. The Company, through its own efforts and its partnership interests, is involved in all phases of planning
and building in its residential communities and commercial projects including land acquisition, site planning, preparation and improvement of
land, and design, construction and marketing of homes. The CEO, Bobby R. Smith, Jr. holds the General Contractor license enabling B&B
Smith Construction Company, Inc. to do most of the development work in-house.


                                                                       -2-
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Realty Brokerage Subsidiary:

Four Star Realty, LLC (REALTY) is a wholly owned subsidiary of Four Star Holdings. REALTY‟s primary focus is a residential real estate
Brokerage Company, providing brokerage services to home buyers and sellers in the Birmingham Alabama area. The Company also markets
and sells its homes as well as other homes through commissioned agents and independent outside real estate brokers. Realty offers locality
data and targeted information on new home listings, home sales comparables and local school information through its website images and
virtual tours. The Company‟s President Fran Mize has almost 20 years in listing, marketing properties on behalf of sellers, as well as assisting
in negotiating, advising, transaction processing, and closing activities.

Our corporate structure is as set forth in the following chart:




                                                                      -3-
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Our executive offices are located at 100 Four Star Lane, Odenville Alabama, U.S.A., 35120, and our telephone number is (205) 640-7821.

                                                                The Offering

The Issuer:                              Four Star Holdings, Inc.

Stock Offered:                           2,000,000 Common Stock

Offering price:                          $5.00 per share

Liquidation Preference:                  $5.00 per share

Dividends:                               There are no dividends at the time of this offering; however Management reserves the right to
                                         declare such an action.


Optional Conversion:                     No conversion is declared at this time

Voting Rights:                           The Common Stock will vote, on pro-rata basis on an “as converted basis”, based on the percentage
                                         of common stock.

Adoption of Series A Super Preferred     The shares of such series shall be designated as the "Series A Super Preferred Stock" and the number
                                         of shares initially constituting such series shall be up to One Hundred (100) shares. The Series A
                                         Super Preferred Stock shall be senior to the common stock and any other series or class of the
                                         Company‟s preferred stock. No conversion rights. Voting rights are if at least one share of Series A
                                         Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A
                                         Preferred Stock at any given time, regardless of their number, shall have voting rights equal to
                                         66.6% of the total number of shares of Common Stock, plus the total number of shares of all other
                                         series of stock, issued and outstanding at the time of any vote of shareholders.

Adoption of Series B:                    Dividend Shares: The attributes of this class of stock has no redemption and will be issued to
                                         investors/shareholders that will have the right to a dividend on the profitability of certain business
                                         transactions the Company completes. Authorized 20 million. The attributes are dividend only with
                                         no redemption into common and nonvoting

Adoption of Series C:                    Convertible Preferred. The attributes are 2:1 conversion with 2 year redemption into common.
                                         Authorized 100 million

Adoption of Series D:                    This Series of stock will be for the purpose of getting trading authorization on foreign exchanges and
                                         the stock will be used for that specific foreign exchange. Total authorized will be 100 million. No
                                         conversion into common, this series of stock will have no voting rights, no redemption into common
                                         and will not trade in the United States.


                                                                     -4-
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Prior to Offering:                        22,234,228 shares
Common Stock Outstanding:

Assuming distribution and                 39,384,228 shares
sale of all common stock.


Estimated Proceeds:                       Because this is a self underwritten offering with no minimum, we may receive up to $10,000,000, if
                                          all 2,000,000 shares offered are sold.

Risk Factors:                             See “Risk Factors” and the other information in this prospectus for a discussion of the factors you
                                          should consider before deciding to invest in our securities.

Use of Proceeds:                          We intend to use the net proceeds of this offering for general corporate purposes, including working
                                          capital. See “Use of Proceeds” for additional information.



                                                              RISK FACTORS

An investment in our securities involves a number of very significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this prospectus in evaluating our Company and its business before purchasing our
securities. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The
risks described below may not be all of the risks facing our Company. Additional risks not presently known to us or that we currently
consider immaterial may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Risks Associated With Our Company

Traditional banking institutions are currently not funding development properties. Available funding is currently equity or debenture
financing. We could face a high risk of business failure due to these factors.

Four Star Holdings, Inc sells it properties under its subsidiary Four Star Realty, LLC Management has been operating as officers and directors
in various real estate brokerage and development ventures since 1992. To date Management has built over 1,100 single family homes, over 30
commercial properties, and currently have two multifamily projects and one town home complex under development.


                                                                     -5-
Table of Contents

In December 2009 Management acquired majority control of a public company known as Dragons Lair Holdings, Inc. which was founded in
2007. The result of that transaction was the purchase of 74% of the Company‟s common stock through a Stock Purchase Agreement for the
consideration of $325,000. This gave authoritative control to Fran Mize, as President and Director and Bobby R. Smith, Jr. its Chairman and
CEO, The Company is headquartered in the Birmingham, Alabama area.

The banking industry, as a result of the Credit Crisis in the United States during the last two years, has limited and in some cases discontinued
funding in the real estate development sector. Management‟s solid foundation with its lenders for over the past 15 years has enabled them to
borrow over $200 million with a stellar performance in servicing this debt. However, even with positive equity on the balance sheet
Management‟s primary lending institutions shut down the majority of its available line of credit. This affected the Company as it experienced
slowed performance but did not stop the progress in sales and/or production. This did however, trigger the Company‟s interest in going public
to procure alternative financing for its expansion from other than traditional bank financing methods.

Over the past 18 months they have seen many of their Home Building Competitors dwindle due to over leveraging and higher than normal
carrying cost of inventory. The Company‟s conservative inventory levels have given it the ability to sell homes at a better than average sale
price compared to its competitors. To make it possible for purchasers of some of the Company‟s homes to obtain 100% financing through
Rural Housing Development loans, FHA-insured or VA-guaranteed mortgages, the Company must construct these homes in compliance with
regulations promulgated by these agencies.

Today, Birmingham ranks as one of the most important business centers in the nation and is also home of one of the largest banking centers in
the U.S. In addition, the Birmingham area serves as headquarters to one Fortune 500 company: Regions Financial and five Fortune 1000
companies.

If we experience unfavorable publicity or consumer perception of our development, our operating results could fluctuate and our
reputation could be adversely affected, resulting in decreased sales.

We are highly dependent upon consumer activity in the purchase of new homes and the ability of the consumer to obtain adequate bank
financing.

If there is a shortage in the supply of key building materials, or drastic price increases our business could be adversely affected.

If the prices were to increase or availability of building materials to decrease significantly, or our sub-contractors and suppliers relationships
are terminated it greatly put The Company in a jeopardous situation.

Material prices may increase in the future and we may not be able to recoup from such increases to our customers. A significant increase in the
price of materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial
condition. In addition, if we no longer are able to obtain key materials from one or more of our suppliers on terms reasonable to us or at all, our
revenues could suffer.

If we fail to compete effectively, our sales and growth prospects could be adversely affected.

The housing market is highly sensitive to the shortage of bank funding and foreclosed homes in the competing target area. Certain of our
competitors may have significantly greater financial, technical and marketing resources than we do. In addition, our competitors may be more
effective and efficient in introducing newly constructed homes to the market. We may not be able to compete effectively, and any of the factors
listed above may cause price reductions, reduced margins and losses of our market share.


                                                                        -6-
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If we incur material liability claims, our costs could increase and our reputation, sales and operating income could be adversely affected.

As a developer and direct marketer of our homes, we are subject to liability claims if the use of our construction is alleged to have resulted in
injury, loss of property or if disclosure warnings concerning warranties are deemed inadequate.

Currently, we do have liability insurance, even though the same insurance may be carried by our suppliers and sub-contractors to cover certain
liability claims against us, such as, our newly constructed homes could contain contaminants.

Because new legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as
well as the risks of liability to officers and directors, we may find it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent
accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for
accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of
corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file
periodic reports with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended. As a public company,
we are required to comply with the Sarbanes-Oxley Act of 2002 and it is costly to remain in compliance with the federal securities
regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to
provide for our effective Management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting
these roles. Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in
our inability to achieve profitability.

Risks Associated With This Offering

We may not receive enough capital from this offering to enable us to successfully develop our properties and place newly constructed
homes into the marketplace, which means it could be difficult to continue operating our business in a profitable manner.

We are dependent on the availability of capital from this offering to proceed with our plan to offer newly constructed homes to the
marketplace. We are selling the shares directly to the public without the use of a registered broker/dealer firm. There is no minimum amount of
shares which we have to sell in this offering so we may not sell a sufficient number of shares to successfully implement our business plan. We
have no current arrangements with respect to, or sources of additional capital, and there can be no assurance that such additional capital will be
available to us when needed. If we are unable to obtain additional capital this could have a material adverse effect on us.


                                                                       -7-
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Management believes that we will require a minimum of $1,250,000 of available capital to enter the marketplace with new construction. If
such capital does not become available from the proceeds of this offering or other such sources, we cannot continue operations for the next 12
months from available cash on hand. We have no commitments for additional capital as of the date of this prospectus. Accordingly, investors
are advised that the proceeds of this offering may not be sufficient to enable us to maintain the existing level of production and, if additional
capital is not received within 12 months from the date of this prospectus, we may have to curtail certain operations.

We have no arrangement or resources of additional capital and may have to curtail certain operations if additional capital is not available
when we need it.

If we succeed in our offering by 10%, we anticipate sales will generate sufficient cash flow to support our operations for the next 24-30
months. However, this is based on our assumption of achieving significant sales and there can be no assurance that such sales levels will be
achieved. Therefore, we may require additional financing through loans and other arrangements, including the sale of additional common
stock. There can be no assurance that such additional financing will be available, or if available, can be obtained on satisfactory terms. To the
extent that any such financing involves the sale of our equity securities, the interests of our then existing shareholders, including the investors
in this offering, could be substantially diluted.

This is a risky investment because there is no minimum number of shares that must be sold in this offering.

Our business is subject to changing consumer trends and preferences as well as bank funding for new home buyers. Our failure to accurately
predict or react to these trends could negatively impact consumer opinion of us as a source for the latest developments, which in turn could
harm our customer interest in purchasing our homes and cause us to lose market share. The success of our new home construction depends
upon a number of factors, including our ability to:

      •    anticipate customer needs;

      •    construct and develop new types of homes;

      •    successfully build homes in a timely manner;

      •    price our homes and lots competitively;

      •    construct homes in sufficient volumes and in a timely manner and

      •    differentiate our constructed homes from those of our competitors.

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

There is presently no public market for our shares of common stock. There is no assurance that a trading market will develop or be sustained.
Accordingly, you may have to hold the shares of common stock indefinitely and may have difficulty selling them if an active trading market
does not develop. However, our shares of common stock may be limited in tradability on the Over-The-Counter Bulletin Board, or, public
market may not be consistent in price and/or volume. To date we have not solicited any securities brokers to become market makers of our
common stock. If our common stock does not develop or the market price of the common stock declines below the initial public trading price,
investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment. The initial
public trading price will be determined by market makers independent of us.

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If shareholders sell a large number of shares all at once or in blocks after this offering, the market price of our shares would most likely
decline.

We are offering 2,000,000 shares of our Common Stock, through this prospectus. Our common stock is traded on the
Over-the-counter-bulletin-board and our newly appointed preferred stock is presently not traded on any market or securities exchange, but
should a market develop, shares sold at a price below the current market price at which the common stock or preferred stock is trading will
cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. If all
of the shares offered in the offering are sold, the outstanding shares of common stock covered by this prospectus will represent approximately
5% of the outstanding shares of common stock as of the date of this prospectus.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of
trading activity in our shares of common stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some
national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker,
the broker-dealer must disclose this fact and the broker-dealers presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than
established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock
may find it difficult to sell their shares.

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our
securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the Over-The-Counter Bulletin Board, we will be required to remain current in our filings with the
Securities and Exchange Commission in order for the shares of our common stock to be eligible for quotation on the Over-The-Counter
Bulletin Board. In the event that we become delinquent in our required filings with the Securities and Exchange Commission, quotation of our
common stock will be terminated following a 30 or 60 day grace period if we do not make our required filing during that time. If our shares are
not eligible for quotation on the Over-The-Counter Bulletin Board, investors in our common stock may find it difficult to sell their shares.

State blue sky laws may limit your ability to resell our stock.

The “blue sky” laws of some states may impose restrictions upon the ability of investors to resell our shares in those states without registration
or an exemption from the registration requirements. Accordingly, investors may have difficulty selling our shares and should consider the
secondary market for our shares to be a limited one.


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The offering price of $5.00 per share is speculative.

The offering price of $5.00 per share has been arbitrarily determined by our Management and does not bear any relationship to the assets, net
worth or actual or projected earnings of the Company or any other generally accepted criteria of value.

We do not pay any cash dividends.

We have not paid any cash dividends on our common stock nor do we presently contemplate the payment of any cash dividends. Accordingly,
there can be no assurance that you will receive any return from an investment in our Common Stock. In the absence of the payment of
dividends, any return on your investment would be realized only upon your sale of our stock. We are not making any representations that an
investment in our stock will be profitable or result in a positive return.

                                                    FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that reflect our expectations and projections about our future results, performance,
prospects and opportunities. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have
tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “project,” “should,” “will,” “will be,” “would” and similar expressions. Although we believe that our expectations are based on
reasonable assumptions, our actual results may differ materially from those expressed in, or implied by, the forward-looking statements
contained in this prospectus as a result of various factors, including, but not limited to, those described above under the heading "Risk Factors"
and elsewhere in this prospectus. Before you invest in the shares, you should read this prospectus completely and with the understanding that
our actual future results may be materially different from what we expect.

Forward-looking statements speak only as of the date of this prospectus. Except as expressly required under the federal securities laws and the
rules and regulations of the SEC, we do not have any intention, and do not undertake, to update any forward-looking statements to reflect
events or circumstances arising after the date of this prospectus, whether as a result of new information or future events or otherwise. You
should not place undue reliance on the forward-looking statements included in this prospectus or that may be made elsewhere from time to time
by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

                                                              USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares by us in this offering will be up to a maximum of $10,000,000 if all 2,000,000
shares offered by this prospectus are sold and, before deducting estimated offering expenses.


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Our principal reasons for conducting this offering at this time are to raise capital to expand our operations and construct new homes in our
corporate owned developments, develop our brand through increased advertising and marketing programs, investing further resources into
developing our corporate infrastructure and hiring employees and consultants.

In addition, although we are currently not committed to do so, we expect to spend approximately $50,000 in the next 12 months to further
develop our brand through new advertising and marketing programs, and the remaining portion of the offering proceeds for working capital and
general corporate purposes, including the costs associated with being a public company. We are also conducting this offering to create a public
market for our common stock, to facilitate our access to the public equity markets and to obtain additional capital.

If the opportunity arises, we may use a portion of the net proceeds from this offering designated for expansion of operations to acquire or invest
in distressed properties and distressed builders that have adequate assets. We are not currently a party to any agreements or commitments and
we have no current understandings with respect to any acquisitions.

Except as provided above, we cannot specify with certainty the particular uses for the net proceeds to be received upon completion of this
offering and, at the date hereof, cannot accurately predict the amounts that we may spend for any particular purpose. The amounts of our actual
expenditures will be influenced by several factors, including the timing and extent of our growth opportunities, the amount of cash used by our
operations and the occurrence of unforeseen opportunities and events. Our Management team will have broad discretion in determining the
uses of the net proceeds of this offering. Pending the use of the net proceeds, we intend to invest the net proceeds in short-term,
investment-grade, interest-bearing instruments.

                                                  DETERMINATION OF OFFERING PRICE

In determining the offering price Management considered the valuation of property on an Appraised Value “Discounted To A Single
Purchaser” divided into the amount of shares based on the Price Earnings Growth of future properties rolled in and our business potential, and
market valuation of competing developers.

                                        DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Our net tangible book value as of March 31, 2010 was approximately $ 4,439,304 or $.20 per share of common stock. Net tangible book value
per share represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding.

                Public offering price per share                                                                              5.00

                Net Tangible Book Value per share 3/31/2010                                                  0.20
                Increase per share attributable to new investors                                             0.16

                Adjusted Net Tangible B/V after this offering                                                                0.36

                Dilution per share to new investors                                                                          4.64


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The following table set forth as of March 31, 2010, on a pro forma as adjusted basis, the differences between: (1) the number of shares of
common stock purchased from us, the total consideration paid and the average price per share paid, in each case by existing shareholders, and
(2) the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid, in each case by
investors purchasing shares in this offering, based on the initial public offering price of $5.00 per share and before deducting our estimated
offering expenses:

                                                                                                          Average
                                                    Shares Purchased           Total Consideration         Price
                                                   Number        Percent       Amount         Percent    Per Share
                Existing shareholders               22,234,228       91.75 % $          0             0%          0
                New investors                        2,000,000        8.25 % $ 10,000,000          100 % $     5.00
                Total                               24,234,228         100 % $ 10,000,000          100 % $     5.00

                                                         PLAN OF DISTRIBUTION

We are offering from time to time 2,000,000 shares of Common Stock (as per Unit) at a price of $5.00 per share. We are offering the shares
directly to the public until such shares are sold, however, we may terminate the offering prior to that date. There is no minimum amount of
shares that must be sold before we use the proceeds. Proceeds will not be returned to investors if we sell less than all of the 2,000,000 shares
being offered in this prospectus. The proceeds from the sales of the shares will be paid directly to us promptly following each sale and will not
be placed in an escrow account.

Offering Will Be Sold By Our Officer and Director

The offering will be conducted by Bobby R. Smith, Jr., our Chairman, and Chief Executive. Under Rule 3a 4-1 of the Securities Exchange Act
an issuer may conduct a direct offering of its securities without registration as a broker/dealer. Such offering may be conducted by officers
who perform substantial duties for or on behalf of the issuer otherwise then in connection with securities transactions and who were not brokers
or dealers or associated persons of brokers or dealers within the preceding 12 months and who have not participated in selling an offering of
securities for any issuer more than once every 12 months, with certain exceptions.

Terms of The Offering

Furthermore, such persons may not be subject to a statutory disqualification under Section 3(a) (39) of the Securities Exchange Act and may
not be compensated in connection with securities offerings by payment of commission or other remuneration based either directly or indirectly
on transactions in securities and are not at the time of offering of shares associated persons of a broker or dealer. Mr. Smith will meet these
requirements.


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Procedures and Requirements For Subscribing

Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to us, the following:

      executed copy of the Subscription Agreement; and
       an

      check payable to the order of Four Star Holdings, Inc. in the amount of $5.00 for each share you want to purchase.
       A

Resale of our Shares

There is presently no public market for our shares of common stock or preferred stock. There is no assurance that a trading market will develop
or be sustained. Accordingly, you may have to hold the shares indefinitely and may have difficulty selling them if an active trading market does
not develop.

Management‟s strategy is to seek to have our common stock, but not our preferred stock, trade on the over-the-counter market and quoted on
the over-the-counter bulletin board as soon as practicable after the termination of this offering. However, to date, we have not solicited any
securities brokers to become market makers of our common stock. There can be no assurance that an active trading market for the common
stock will develop or be sustained or that the market price of the common stock will not decline below the initial public trading price. The
initial public trading price will be determined by market makers independent of us.

Even if a market develops for our common stock you may have difficulty selling our shares due to the operation of the SEC‟s penny stock
rules. These rules regulate broker-dealer practices in connection with transactions in “penny stocks.” These requirements may have the effect
of reducing the level of trading activity in the secondary market for our stock.

We are registering the Common Stock for sale only in the states that are covered by Blue Sky. The “blue sky” laws of some states may impose
restrictions upon the ability of investors to resell our shares in those states without registration or an exemption from the registration
requirements. Accordingly, investors may have difficulty selling our shares and should consider the secondary market for our shares to be a
limited one.

                                                     DESCRIPTION OF SECURITIES

General Matters

As of March 31, 2010, our authorized capital stock consisted of 100,000,000 shares of common stock, no par value, and on July 1, 2010
Management adopted the Articles of Incorporation the following;

Series A Super Preferred- Designation of Series and Rank, The shares of such series shall be designated as the "Series A Super Preferred
Stock" and the number of shares initially constituting such series shall be up to One Hundred (100) and on April 1, 2010 the Board of directors
adopted and issued 2 shares, one share to Bobby R. Smith, Jr. and one share to Fran Mize.


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The Series A Super Preferred Stock shall be senior to the common stock and any other series or class of the Company‟s preferred stock with no
conversion rights. The price of said shares will be $10,000,000 per share. The voting rights are if at least one share of Series A Preferred Stock
is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall
have voting rights equal to 66.6%-(2/3) of the total number of shares of Common Stock, plus the total number of shares of all other series of
stock, issued and outstanding at the time of any vote of shareholders.


Series B: Dividend Shares: The attributes of this class of stock has no redemption and will be issued to investors/shareholders that will have
the right to a dividend on the profitability of certain business transactions the Company completes. Authorized 20 million. The attributes are
dividend only with no redemption into common and nonvoting, none have been issued

Series C: Convertible Preferred. The attributes are 2:1 conversion with 2 year redemption into common. Authorized 100 million and none
have been issued

Series D: This Series of stock will be for the purpose of getting trading authorization on foreign exchanges and the stock will be used for that
specific foreign exchange. Total authorized will be 100 million. No conversion into common, this series of stock will have no voting rights, no
redemption into common and will not trade in the United States. None have been issued

As of March 31, 2010, we had outstanding 22,234,228 shares of common stock and no shares of preferred stock. As of March 31, 2010, we had
fifteen (15) shareholders of record and 25 shareholders who hold stock in Cede and Company.

Upon the closing of this offering, our authorized capital stock will consist of 500,000,100 shares of common stock, 39,384,228 of which will be
outstanding on the assumption that all 2,000,000 shares of Common Stock offered will be sold.

The following summary describes the material provisions of our capital stock. We urge you to read our articles of incorporation and our
bylaws, which are included as Exhibits 3.1 and 3.2 to the registration statement of which this prospectus forms a part.

Our amended articles of incorporation and amended bylaws contain provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and which may have the effect of delaying, deferring or preventing a future takeover or
change in control of our Company unless the takeover or change in control is approved by our board of directors.

These provisions include elimination of the ability of shareholders to call special meetings and advance notice procedures for special meetings
of shareholder proposals.

Common Stock

Voting rights

Each holder of common stock is entitled to one vote for each share held on all matters submitted to a vote of the shareholders. The holders of
common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the outstanding shares
of common stock entitled to vote in any election of directors may elect all of the directors standing for election.

Dividends

The holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally
available therefore.


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Other rights

In the event of a liquidation, dissolution or winding up of us, holders of our common stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference, if any, of any then outstanding preferred stock. Holders of our common stock are not
entitled to preemptive rights and have no subscription, redemption or conversion privileges. All outstanding shares of common stock are, and
all shares of common stock issued by us in the offering will be, fully paid and nonassessable. The rights, preferences and privileges of holders
of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which our
board of directors may designate and that we issue in the future.

Preferred Stock

Our board of directors as of July 1, 2010 have authorized issuance of preferred stock in one or more series, with such designations, preferences
and relative participating, optional or other special rights, qualifications, limitations or restrictions as determined by our board of directors,
without any further vote or action by our shareholders. We believe that the board of directors‟ authority to set the terms of, and our ability to
issue, preferred stock will provide flexibility in connection with possible financing transactions in the future. The issuance of preferred stock,
however, could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend
payments or payments upon a liquidation, dissolution or winding up of the Company.

Description of Common Stock

The shares of Common Stock, when issued and sold in the manner contemplated by this prospectus, will be duly and validly issued, fully paid
and non-assessable. The Common Stock is not subject to any sinking fund.

Dividends

In the event any dividend or other distribution payable in cash or other property (other than shares of our Common Stock) is declared on our
Common Stock, each holder of shares of Common Stock on the record date for such dividend or distribution shall be entitled to receive per
share on the date of payment or distribution of such dividend or other distribution the amount of cash or property equal to the cash or property
which would be received by the holders of the number of shares of Common Stock into which such share of Common Stock would be
converted pursuant immediately prior to such record date.

Conversion into Common Stock

In the event of a conversion from preferred Series C shares, the holder may convert the common stock at a conversion rate that is applicable to
the attributes of said preferred share. The holder of converted shares shall pay in connection with a conversion all Transfer Agent costs. We
will not make any adjustment to the conversion price for accrued or unpaid dividends upon conversion. We will not issue fractional shares of
common stock upon conversion. However, we will instead pay cash for each fractional share based upon the market price of the common stock
on the last business day prior to the conversion date.


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In order to convert your shares of Preferred Stock, you must deliver your Preferred Stock certificate to us at our office or to the office of the
transfer agent for our common stock along with a duly signed and completed notice of conversion.

The conversion date will be the date you deliver your Preferred Stock certificate and the duly signed and completed notice of conversion to us
or our transfer agent. You will not be required to pay any U.S. federal, state or local issuance taxes or duties or costs incurred by us on
conversion, but will be required to pay any tax or duty payable as a result of the common stock upon conversion being issued other than in your
name. We will not issue common stock certificates unless all taxes and duties, if any, have been paid by the holder.

In the event of a conversion, the remuneration will be considered from time to time by management and will be paid by majority vote. The
following types of transactions, among others, would be covered by this:

(1)        We consolidate or merge into any other company, or any merger of another company into us, except for a merger that does not result
in a reclassification, conversion, exchange or cancellation of common stock,

(2)        We sell, transfer or lease all or substantially all of our assets and holders of our common stock become entitled to receive other
securities, cash or other property, or

(3)        We undertake any compulsory share exchange.

Ranking

Series Preferred A, then the Common Stock will rank, with respect to dividend rights and upon liquidation winding up.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our Company or a reduction or decrease in our capital stock
resulting in a distribution of assets to the holders of any class or series of our capital stock, each holder of shares of Common Stock will be
entitled to payment out of our assets available for distribution of an amount equal to any strike price or market price per share of the Common
Stock held by that holder, plus all accumulated and unpaid dividends on those shares to the date of that liquidation, dissolution, winding up or
reduction or decrease in capital stock, before any distribution is made on any junior stock, including our common stock, but after any
distributions on any of our indebtedness or shares of our senior stock. After payment in full of the liquidation preference and all accumulated
and unpaid dividends to which holders of shares of Common Stock are entitled, the holders will not be entitled to any further participation in
any distribution of our assets. If, upon any voluntary or involuntary liquidation, dissolution or winding up of our Company, or a reduction or
decrease in our capital stock, the amounts payable with respect to shares of Common Stock and all other parity stock are not paid in full, the
holders of shares of Common Stock and the holders of the parity stock will share equally and ratably in any distribution of our assets in
proportion to the full liquidation preference and all accumulated and unpaid dividends to which each such holder is entitled.

Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially
all of our property or assets nor the consolidation, merger or amalgamation of our Company with or into any corporation or the consolidation,
merger or amalgamation of any corporation with or into our Company will be deemed to be a voluntary or involuntary liquidation, dissolution
or winding up of our Company or a reduction or decrease in our capital stock.


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Anti-Takeover Effects of Our Articles of Incorporation, Our Bylaws and Florida Law

Authorized but unissued shares

The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without any further vote
or action by our shareholders. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to
raise additional capital, corporate acquisitions and employee benefit plans.

The existence of authorized but unissued shares of our common stock and our preferred stock could render more difficult or discourage an
attempt to obtain control over us by means of a proxy contest, tender offer or merger, or otherwise.

Shareholder action; advance notification of shareholder nominations and proposals

Our articles of incorporation and bylaws provide that any action required or permitted to be taken by our shareholders will have to be effected
at a duly called annual or special meeting of shareholders and may be effected by consent in writing. Our articles of incorporation also require
that special meetings of shareholders be called only by our board of directors, our Chairman, our Chief Executive Officer or our President. In
addition, our bylaws generally provide that candidates for director may be nominated and other business brought before an annual meeting only
by the board of directors or by a shareholder who gives written notice, including certain information, to us no later than 90 days and not earlier
than 120 days, prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year's annual meeting of
shareholders. These provisions may have the effect of deterring hostile takeovers or delaying changes in control of our Management, which
could depress the market price of our common stock.

Number, election and removal of the board of directors

Upon the closing of the offering, our board of directors will consist of four directors. Our articles of incorporation authorize a board of directors
consisting of at least four, but no more than eleven, members, with the number of directors to be fixed from time to time by our board of
directors. At each annual meeting of shareholders, directors will be elected for a one-year term to succeed the directors whose terms are then
expiring. As a result, our board of directors will be elected each year. Between shareholder meetings, directors may be removed by our
shareholders only for cause, and the board of directors may appoint new directors to fill vacancies or newly created directorships. These
provisions may deter a shareholder from removing incumbent directors and from simultaneously gaining control of the board of directors by
filling the resulting vacancies with its own nominees. Consequently, the existence of these provisions may have the effect of deterring hostile
takeovers.

Florida Anti-Takeover Law

We are not subject to (i) the Florida Control Share Act, which generally provides that shares acquired in excess of thresholds equaling 20%,
33% and more than 50% of a corporation's voting power will not possess any voting rights unless such voting rights are approved by a majority
vote of the corporation's disinterested shareholders, and (ii) the Florida Fair Price Act, which generally requires approval by disinterested
directors or supermajority approval by shareholders for certain specified transactions between a corporation and a holder of more than 10% of
the outstanding shares of the corporation (or its affiliates).

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                                           INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock
offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or
indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.

                                                        DESCRIPTION OF BUSINESS

General Information

We were incorporated on October 4, 2007 under the laws of the State of Florida.

The Company operates in four segments, Land Development, Structural Community Planning, Homebuilding, and Realty Brokerage Services.
Four Star Holdings, Inc sells it properties under its subsidiary, Four Star Realty, LLC. Management has been operating as officers and
directors in various real estate brokerage and land development ventures since 1992. As our financials indicate as March 31, 2010 we have no
going concern issues.

Our principal offices are located at 100 Four Star Lane, Odenville, Alabama, 35120.

Our fiscal year end is December 31.

Background

The Company operates in four segments, Land Development, Structural Community Planning, Homebuilding, and Realty Brokerage Services.
Four Star Holdings, Inc sells it properties under its subsidiary, Four Star Realty, LLC. Management has been operating as officers and
directors in various real estate brokerage and land development ventures since 1992. To date Management has built over 1,100 single family
homes, over 30 commercial properties, and currently have two multifamily projects and one town home complex under development.

In December 2009 Management acquired majority control of a public company known as Dragons Lair Holdings, Inc. which was founded in
2007. The result of that transaction was the purchase of 74% of the Company‟s common stock through a Stock Purchase Agreement for the
consideration of $325,000. This gave authoritative control to Fran Mize, as President and Director and Bobby R. Smith, Jr. its Chairman and
CEO.


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The banking industry, as a result of the Credit Crisis in the United States during the last two years, has limited and in some cases discontinued
funding in the real estate development sector. Management‟s solid foundation with its lenders for over the past 15 years has enabled them to
borrow over $200 million with a stellar performance in servicing this debt. However, even with positive equity on the balance sheet
Management‟s primary lending institutions shut down the majority of its available line of credit. This affected the Company as it experienced
slowed performance but did not stop the progress in sales and/or production. This did however, trigger the Company‟s interest in going public
to procure alternative financing for its expansion from other than traditional bank financing methods.

Alabama ranks low for the percentage of homeowners who owe more on their mortgages that their house is worth. The negative equity
mortgages are below 7% of the entire state total mortgage portfolio.

                                    The top 5 states are: Top States      By Percentage
                                    Negative Equity Mortgages
                                    Nevada                                48%
                                    Florida                               39%
                                    Arizona                               29%
                                    California                            27%

Markets indicated show that Birmingham‟s real estate brokerage firms are reporting that the city‟s housing market has not experienced peaks
and valleys compared to the rest of the country, primarily due to the state builders conservative approach to housing starts and relatively low
inventory levels, meaning that new home construction is not implemented until there are identified buyers.

The National Home Builders Association reported that the hard hit areas were the Sunbelt/coastal states which disrupted the real estate boom.
During the subprime crisis, Birmingham home pricing experienced a moderate decrease of 5% to an average home price of $145,000, reported
on May 14, 2009. However, ahead of the rest of the country, Birmingham recorded an early recovery in the onset of October 2009 with area
home sales rising 13% and stabilizing.

Metropolitan Birmingham has consistently been rated as one of America's best places to work and earn a living based on the area's competitive
salary rates and relatively low cost of living expenses. One 2006 study published at Salary.com determined that Birmingham was second in the
nation for building personal net worth, based on local salary rates, living expenses, and unemployment rates.

 The Top 5 Fastest Growing Markets For Real Estate according to Money Magazine ; reports that despite a poor real estate market and the
housing crisis certain markets are expected to show price gains in the following months and years. These cities and towns have been virtually
uninjured by the economy, seemingly immune to the foreclosures that have plagued the rest of the nation. Multifamily Starts dramatically on
the rise in Birmingham, compared to the rest of the country.


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                1.) McAllen, TX                                        2.) Rochester, NY
                12-month forecast: 4%                                  12-month forecast: 2.7%
                Median home price: $109,000                            Median home price: $121,000
                One year price change: 2.1%                            One year price change: 3.4%
                Five year price change: 23.3%                          Five year price change: 20.1%
                Change in foreclosure rate: 23%                        Change in foreclosure rate: 5%

                3.) Birmingham, AL                                     4.) Syracuse, NY
                12-month forecast: 2.7%                                12-month forecast: 2.6%
                Median home price: $156,000                            Median home price: $126,000
                One year price change: 2.9%                            One year price change: 0.8%
                Five year price change: 29.4%                          Five year price change: 29.5%
                Change in foreclosure rate: 20%                        Change in foreclosure rate: 27%

                5.) Buffalo/Niagara Falls, NY                          Source : Real Estate Opportunity
                12-month forecast: 2.4%                                Housing Market
                Median home price: $105,000                            Real Estate News
                One year price change: 1.6%                            May 2009
                Five year price change: 24.5%
                Change in foreclosure rate: 14%

On January 7, 2010 Chief Economist Dr. David Crowe of the National Association of Home Builders, stated in his report the real GDP Growth
for Birmingham experienced growth of negative 5% in the 3 rd quarter of 2009 to an increase of positive growth of 5%, in the 4 th quarter of
2009, making Birmingham housing market the 3 rd fastest growth in the country.

Local Industry Advancement over the course of the 20th century, the city's economy diversified. Though the manufacturing industry maintains
a strong presence in Birmingham, other industries such as banking, insurance, medicine, publishing, and biotechnology have risen in stature.
Birmingham has been recognized as one of the top cities for income growth in the United States South with a significant increase in per
capita income since 1990.

The industry advancement and economic development in Alabama is unprecedented. The Economic Development Board has attracted new
industries that will bring an annual $60 million to Personal Income, Increases to bank deposits by $86M after 5 years, boost Sales of Goods &
Services by $108 million and create 10 New Retail Establishments adding 620 support jobs which will increase Family Units by 1,000 and
increase housing demand by $87 million in the next 12 months.


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These new industries are:

Rain Bird Steele has built a new $40 million dollar plant in the area for which will bring 250 new jobs to the area, of which 100 will be
absorbed by existing residents and attracting an additional 100-150 residents who will migrate from other states.

VA Nursing Home, St. Vincent and Jefferson States Nursing Programs have selected a site which will bring another $40 million project to
the area and which will create 200 new jobs of which less than 100 will be absorbed by existing residents and attract an additional
100-residents who will migrate from other states with skilled nursing experience or seeking to be educated in the skilled nursing sector.

Cogswell, Industrial Technology Park ; a more economical equivalent to the Raleigh-Durham Research Triangle.

Grand River Retail & Residential Development will cover a 6,000 acre parcel that will bring in retail, offices, hotels and residential.

Industry Overview

Major Industries and Commercial Activity

According to City data; for many years Birmingham was a one-industry town dependent on the iron and steel industry. Today, Birmingham's
economy relies more heavily on the medical industry as well as trade, finance, research and government. The major industrial investments in
Birmingham have been in automotive components manufacturing and distribution, machinery, and the metals industries fueled by the new
Honda Plant.

At the base of the expanding telecommunications industry is one of two regional corporate headquarters of BellSouth Telephone Company.
Birmingham is headquarters for the engineering and technical services of several power companies, including Alabama Power Company,
ENERGEN Corporation, and SONAT. Metro Birmingham is a leading retail and wholesale trade center for Alabama and parts of Florida,
Georgia, Tennessee, and Mississippi. According to the Alabama Department of Industrial Relations, projections for the fastest-growing
occupations in Birmingham through 2012 include jobs in medical services.

Birmingham boasts the University of Alabama Medical Center, known throughout the world for its research on the treatment of cardiovascular
disease, diabetes, cancer, AIDS, and arthritis. Birmingham's Southern Research Institute, the largest nonprofit independent research laboratory
in the southeast, has gained national prominence.

With a plethora of Birmingham businesses working in international trade and warehousing and with the city's nearby waterways, Birmingham
is a major distribution center. The city's proximity to the Warrior-Tombigbee River System, which connects to the Tennessee-Tombigbee
Waterway, enables Birmingham to be a major shipper of general commodities. Birmingham has also experienced significant growth as a
transportation hub because of its central southeast location, and the fact that it is served by eight airlines, five air cargo services, approximately
100 truck lines, four railroads, and more than ten barge lines. Multimillion-dollar runway and cargo facility expansions at Birmingham
International Airport took place in 2004 as part of the city's efforts to encourage further growth in the transportation and distribution industries.


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Items and goods produced in the Birmingham area are cast iron pipe, transportation equipment (automotive, rail, and aircraft equipment),
fabricated metal products, electronics, plastic products, office furniture, containers, paper products, and fire extinguishers.

In private developments, so many auto-related companies have located in greater Birmingham that residents call the area "little Detroit." A half
hour southwest of Birmingham, in the tiny town of Vance in Tuscaloosa County, a new road called Mercedes Drive leads to the first
Mercedes-Benz (a division of Daimler-Chrysler) auto plant ever built in North America. The Mercedes-Benz Vance plant, built in 1993, is also
the first Mercedes-Benz passenger-car assembly plant outside Germany. Alabama offered $80 million in incentives to entice Mercedes-Benz to
set up shop in the state; by 2000 Mercedes had invested $380 million in Alabama.

In 2001 Mercedes-Benz began construction on a $600 million expansion that is estimated to double production. State investments in auto
production have led several auto service production plants to open shop in other areas of the state, namely Hyundai in Montgomery and Honda
in Lincoln.

In other private developments, one of downtown Birmingham's largest and most conspicuous vacant building received a $30 million face-lift
from Bayer Properties, which finished conversion in 2003 of the eight-story 1908 Pizitz department store building to Class A office space with
a ground-floor retail component. In 2002, American Cast Iron Pipe Co. (ACIPCO) prepared for stricter pollution regulations with an $80
million expansion at its North Birmingham plant. The company added 61,000 square feet of space to add a state-of-the-art, electrically-fired
furnace.

University of Alabama at Birmingham (UAB). In 1998, Alabama health officials endorsed a 5-year, $578 million expansion of UAB's
University Hospital complex. In late 2004, the new 885,000 square foot, 11-story hospital opened with 37 operating suites, 4 intensive care
units, 96 private patient rooms and an emergency unit the size of a football field.

 In April 2002, UAB broke ground on a new 300,000-square-foot, 12-story Shelby Interdisciplinary Biomedical Research Building, which will
house four distinct research programs. Due to be completed in 2005, the new facility is expected to generate $100 million in annual grants and
employ 1,400 people. Oxmoor Valley Research Park was created by a partnership of UAB and the city of Birmingham, and houses the
university's Office for the Advancement of Developing Industries Technology Center (OADI). Since UAB became an autonomous campus, it
has spent about $800 million on new construction and has built about 100 buildings in an 82-block area.

Born at the junction of two railroads, and always an important transportation center, Birmingham today is served by an outstanding network of
highways, extensive rail track, air cargo facilities, and nearby navigable waterways. The CSX and Burlington Northern Santa Fe railroad
systems haul freight to and from the metropolitan area, where a multimodal system is located. More than 100 truck lines, many with nationwide
service, and five air-cargo firms move goods and products for Birmingham companies. Birmingham's Airport Industrial Park is designated as a
Foreign Trade Zone, a major asset in attracting additional business to the area. General commodities are transported economically on barges
along the nearby Warrior-Tombigbee River System and the Tennessee-Tombigbee Waterway to other inland cities and through the Port of
Mobile to foreign countries.

The Labor Force and Employment Outlook in Birmingham's transformed economy is now less dependent on cyclical manufacturing and
mining sectors and more on health and financial services. Birmingham is the state's center for advanced technology and there are more
engineers per capita living in the local area than in any other southeastern city.


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Birmingham, like other Alabama cities, enjoys a good reputation in Asia. Local analysts predict that the region will continue to be a magnet for
overseas capital.

The Company generally has an inventory of homes under construction, with many of these homes under contract (i.e., the Company has
received executed sales contracts and deposits) before the Company starts construction.

                               PRINCIPAL DEVELOPMENTS AND SERVICES AND THEIR MARKETS

Over the past 18 months they have seen many of their Home Building Competitors dwindle due to over leveraging and higher than normal
carrying cost of inventory. The Company‟s conservative inventory levels have given it the ability to sell homes at a better than average sale
price compared to its competitors. In order to make it possible for purchaser of some of the Company‟s homes to obtain State of Alabama
Loan Guarantees, FHA-insured or VA-guaranteed mortgages, the Company must construct these homes in compliance with regulations
promulgated by these agencies.

Today, Birmingham ranks as one of the most important business centers in the nation and is also home of one of the largest banking centers in
the U.S. In addition, the Birmingham area serves as headquarters to one Fortune 500 company: Regions Financial and five Fortune 1000
companies.

Realty Brokerage Subsidiary

Four Star Realty, LLC (REALTY) is a wholly owned subsidiary of Four Star Holdings. REALTY‟s primary focus is a residential real estate
Brokerage Company, providing brokerage services to home buyers and sellers in the Birmingham Alabama area. The Company also markets
and sells its homes as well as other homes through commissioned agents and independent outside real estate brokers. Realty offers locality
data and targeted information on new home listings, home sales comparables and local school information through its website images and
virtual tours. The Company‟s President Fran Mize has almost 20 years in listing, marketing properties on behalf of sellers, as well as assisting
in negotiating, advising, transaction processing, and closing activities.

The one thing that graphs, charts and statistics won‟t show in this submittal is the stability of the company‟s operation and holdings. Over the
past 18 months they have seen many of their Home Building Competitors dwindle due to over leveraging and higher than normal carrying cost
of inventory. Management‟s conservative inventory levels have given it the ability to sell homes at a better than average sale price compared to
its competitors. In order to make it possible for purchasers of some of the Company's homes to obtain State of Alabama Loan Guarantees,
FHA-insured or VA-guaranteed mortgages, the Company must construct those homes in compliance with regulations promulgated by those
agencies.

Today, Birmingham ranks as one of the most important business centers in the Southeastern United States and is also one of the largest banking
centers in the U.S. In addition, the Birmingham area serves as headquarters to one Fortune 500 company: Regions Financial and five Fortune
1000 companies are headquartered in Birmingham.


                                                                      - 23 -
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Distribution Methods

The Company balances its local operating structure with centralized corporate-level Management. The Company's local managers, who have
significant experience in the homebuilding industry generally and in their respective markets, are responsible for operating decisions regarding
land identification, home design, construction and marketing. Decisions related to overall Company strategy, acquisitions of land and
businesses, financing and disbursements are centralized at the corporate level. Our current inventory is stated below;

                                                   Development Sites as of March 31, 2010


            Region              Home Sites         Homes Under           Homes        Commercial           Appraised              Liability
                                Developed          Construction           Sold          Parcels              Value
Ridgefield                         899                 12                 504              0              $10,770,000            $6,134,945
12 Oaks                            185                  4                  11              0               $6,875,000            $1,900,000
Four Star Investment                 -                  -                   -              -               $7,461,107            $5,535,014
4 Star Properties                   52                  4                  15              2               $5,395,000            $5,188,986
Legacy Springs Apts                  -                  -                   -              -              $13,560,000            $1,600,000
4 Star Land Ventures               277                 18                  71              0              $21,200,000           $10,821,358
SBE                                  -                  -                   -             20              $13,032,400            $3,025,000
Total                             1413                 38                 601             22              $78,293,507           $34,205,303

Status Of Any Publicly Announced New Developments

We have not publicly announced any new development other than what is stated above.

Competition

Today, Four Star Realty has over 25 Realtor Associates and is ranked third behind D. R. Horton and another local real estate company, which
has 16 offices and over 2,000 realtors listing properties in the area. For the entire Birmingham MLS reporting area, Four Star Realty is ranked
number 25 out of 325 agencies in combined sales and listing volume. Management is projecting a 20% growth rate despite the current
economic conditions. Many of our competitors may have significantly greater financial, technical, marketing and other resources than us. We
believe that our ability to compete depends on a number of factors, including price, quality of building material, new home availability, name
recognition and post-sales service and support.


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Sources and Availability Of Development Activity

 Management supervises and controls the development and building of its own residential communities. It employs subcontractors for site
improvements and virtually all of the work involved in the construction of homes.

 In almost all instances, the arrangements between the Company and the subcontractors commit the subcontractors to complete specified work
in accordance with written price schedules and guarantee their work. These price schedules normally change every 90 days to meet changes in
labor and material costs. The CEO, Bobby R. Smith, Jr. through his personally owned company, B&B Smith Construction, Inc., owns heavy
construction equipment and has a labor force used to supervise excavating, development and construction, and perform routine maintenance.

Dependence On One Or A Few Major Customers

Our focus is primarily single family homes which require wide base of customers, we do not rely on one or a few major customers.

Patents and Trademarks

We do not have any patents or trademarks. The need for such will be assessed from time to time.

Need For Any Government Approval

We do need local government approval for zoning and impact of the amount of lots we can develop.

Government and Industry Regulation

We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect of any additional
governmental regulation, when or if it occurs, or what effect it could have on our business in the future. Such developments could require
reformulation of certain construction to meet new standards, recalls or discontinuance of certain financial instruments, additional
record-keeping requirements, increased documentation of the properties deeds of trust, adverse event reporting or other new requirements. Any
such developments could increase our costs significantly and could have a material adverse effect on our business, financial condition and
results of operations.

Research And Development Activities

Other than the building and land improvements of our existing properties, we do not spent any funds on research and development to date,
however, future research and development will be assessed from time to time.

Environmental Laws

The company operates and is in full compliance with all local, state and Federal Environmental laws and has all permits and applications
current with A.D.E.M., Alabama Department of Environmental Management.


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Employee and Employment Agreements

Employees

As of June 1, 2010, we have 12 full-time employees plus at least 300 contractors, subcontractors and suppliers. All activities to date have been
undertaken by Bobby R. Smith Jr., our Chief Executive Officer, and Treasurer, along with Fran Mize as President both of whom currently
spend all of their time on the business.

                                                       DESCRIPTION OF PROPERTY

 The Company continuously considers the purchase of, and from time to time acquires, land for its development and sales programs. The
Company generally does not acquire land for speculation. In some instances, the Company acquires land by acquiring options enabling it to
purchase parcels as they are needed.

                                                           LEGAL PROCEEDINGS

At this time there is one legal proceeding; filed May 6, 2010, Rich Woods et al, as Plaintiffs, claiming that the Company owes him and
undetermined cash and common stock for referral fees. At this time Management is denying these allegations.

                         MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

There is no public market for our shares of common stock or our preferred stock. There can be no assurance that a market will develop or be
maintained. We currently have 15 record holders of our shares of common stock and no holders of our preferred stock.

The Penny Stock Rules

The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price less than $5.00 per share,
subject to certain exceptions. If our shares fall within the definition of a penny stock they will become subject to rules that impose additional
sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current
quotations for the securities and, if the broker- dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers
presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. The penny stock rules may restrict the ability of broker-dealers to sell our
securities and may affect the ability of our shareholders to sell our shares of common stock in the secondary market.



                                                                       - 26 -
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                                                              DIVIDEND POLICY

The Common Stock offered by this prospectus does not carry a fixed periodic dividend. In the event a dividend or distribution is declared on
our common stock, in cash or other property (other than a dividend of our common stock), the holders of the Common Stock will be entitled to
receive the amount of cash or property equal to the cash or property which would be received by the holders of the number of shares of
common stock into which such shares of Common Stock could be converted immediately prior to such dividend or distribution. We have not
paid any dividends on our common stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The declaration and
payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including the company's
earnings, financial condition, capital requirements and other factors.

REGULATION M

Our officer and director, who will offer and sell the Shares, is aware that he is required to comply with the provisions of Regulation M
promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and
directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire
distribution is complete.

REPORTS

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent
accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and
information filed by us can be found at the SEC website, www.sec.gov .

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Manhattan Transfer Registrar 57 Eastwood Road, Miller Place, NY 11764, Phone
(800) 786-0362, (631) 928-6171 Fax.

FINANCIAL STATEMENTS

Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Accounting Firm to our
shareholders in our annual reports. The audited financial statements for the period from the date of incorporation, October 4, 2007, to
December 31, 2009 immediately follow along with the unaudited financials for the Quarter ended March 31, 2010.




                                                                       - 27 -
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                                        TABLE OF CONTENTS FINANCIAL STATEMENTS


Dragons Lair Holdings, Inc. 2009 Audited Financial Statements

Four Star Holdings, Inc. March 31, 2010 Interim Unaudited Financial Statements

Four Star Realty, LLC 2009 Audited Financial Statements and Pro Forma

Ridgefield Development Corporation 2009 Audited Financial Statements and Pro Forma




                                                                  - 28 -
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                                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Dragon‟s Lair Holdings, Inc.

We have audited the accompanying balance sheet of Dragon‟s Lair Holdings, Inc. (a development stage enterprise)(the “Company”) as of
December 31, 2009 and 2008 and the related statements of operations, stockholders‟ deficit, and cash flows for the years then ended, and for
the period October 4, 2007 (inception) through December 31, 2009. These financial statements are the responsibility of the company‟s
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‟s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dragon‟s Lair
Holdings, Inc. (a Florida corporation) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then
ended and the period October 4, 2007 (inception) through December 31, 2009, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further
in Note 1, the Company has been in the development stage since its inception (October 4, 2007) and continues to incur significant losses. The
Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise
substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in
Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Lake & Associates CPA‟s LLC
Lake & Associates, CPA‟s LLC
Schaumburg, Illinois
February 4, 2010


                                                                      - 29 -
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                                                 DRAGON'S LAIR HOLDINGS, INC.
                                               (A DEVELOPMENT STAGE COMPANY)
                                                CONSOLIDATED BALANCE SHEETS

                                                                 (Audited)



                                                                                                               December            December
                                                                                                                31, 2009            31, 2008
CURRENT ASSETS:
  Cash and equivalents                                                                                     $           137     $       66,613
  Inventory                                                                                                            402                402
                          Total Current Assets                                                                         539             67,015

FIXED ASSETS:
   Equipment, net of accumulated depreciation of $150 and $50, respectively                                            345                 445

OTHER ASSETS:
  License, net                                                                                                         660                 900

                         Total Assets                                                                      $         1,544     $       68,360



                    LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Accounts payable & accrued expenses                                                                        $         7,000     $         6,051
                       Total Liabilities                                                                             7,000               6,051

SHAREHOLDERS' EQUITY/(DEFICIT):
Preferred stock (50,000,000 authorized;
  par value $.001; none issued and outstanding)                                                            $               -   $               -
Common stock (100,000,000 shares authorized;
  no par value; 8,001,078 issued and outstanding)                                                                   88,587              84,741
Deficit accumulated during the development stage                                                                   (94,043 )           (22,432 )
Total Shareholders' Equity (Deficit)                                                                                (5,456 )            62,309

Total Liabilities and Shareholders' Equity/(Deficit)                                                       $         1,544     $       68,360


                                        The accompanying notes are an integral part of these statements.


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                                           DRAGON'S LAIR HOLDINGS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            (Audited)
                                                                                                                           Cumulative
                                                                                                                               from
                                                                                                                           October 4,
                                                                                    For the year                               2007
                                                                                       ended            For the year       (Inception)
                                                                                       ended               ended             through
                                                                                     December            December         December 31,
                                                                                      31, 2009            31, 2008             2009

Net Sales                                                                          $             -      $       1,241     $       1,241

Cost of Sales                                                                                    -                131               131

Gross Profit                                                                                     -              1,110             1,110

Expenses:
       Amortization                                                                           240                240                540
       Depreciation                                                                           100                 50                150
       General and Administrative                                                          71,271             21,723             94,463

Total Expenses                                                                            (71,611 )           (22,013 )          95,153

Net (loss) before Income Taxes                                                            (71,611 )           (20,903 )         (94,043 )

Provision for Income Taxes                                                                       -                   -                   -

Net (loss)                                                                         $      (71,611 )     $     (20,903 )   $     (94,043 )


Basic and diluted net loss per common share                                        $             -      $            -


Weighted average number of common shares outstanding                                   7,976,420            6,119,597




                                     The accompanying notes are an integral part of these statements.

                                                                  - 31 -
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                               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                            FROM OCTOBER 4, 2007 (INCEPTION) THROUGH DECEMBER 31, 2009

                                                            (Audited)
                                                                                                      Accumulated               Total
                                                                                                        (Deficit)
                                        Preferred Stock                    Common Stock                  During             Shareholders'
                                                                                                      Development
                                    Shares           Amount             Shares           Amount           Stage                Equity

Balance at October 4, 2007                   -   $            -            975,000   $      1,200     $             -   $               1,200
Common stock issued for license

Founder's shares                             -                -         5,000,000          11,100                   -               11,100
November 4, 2007, $0.00222/share

Common stock issued for cash                 -                -             63,278           633                    -                     633
December 31, 2007,
$0.01/share

Net (loss) for the period                    -                -                  -                -         (1,529 )                    (1,529 )

Balance at December 31, 2007                 -                -         6,038,278          12,933           (1,529 )                11,404

Common stock issued for
services                                     -                -            100,000          4,008                   -                   4,008
March 27, 2008,
$0.04008/share

Common stock issued for cash
December 31, 2008, $0.03846/share                                       1,762,800          67,800                                   67,800

Net (loss) for the period                    -                -                  -                -        (20,903 )               (20,903 )

Balance at December 31, 2008                 -                -         7,901,078          84,741          (22,432 )                62,309

Common stock issued for
services                                     -                -            100,000          3,846                   -                   3,846
April 1, 2009, $0.03846/share

Net (loss) for the period                    -                -                  -                -        (71,611 )               (71,611 )

Balance at December 31, 2009                 -                -         8,001,078          88,587          (94,043 )                    (5,456 )


                                     The accompanying notes are an integral part of these statements.


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                                               DRAGON'S LAIR HOLDINGS, INC.
                                             (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                (Audited)
                                                                                                                              Cumulative
                                                                                                                                  from
                                                                                                                              October 4,
                                                                                                                                  2007
                                                                                          For the year      For the year      (Inception)
                                                                                             ended             ended            through
                                                                                           December          December        December 31,
                                                                                            31, 2009          31, 2008            2009
OPERATING ACTIVITIES:
   Net loss                                                                              $      (71,611 ) $      (20,903 )   $     (94,043 )
Issuance of common stock for services                                                             3,846            4,008             7,854
Increase in amortization                                                                            240              240               540
Increase in depreciation                                                                            100               50               150
(Increase) decrease in inventory                                                                      -              131              (402 )
Increase in accounts payable                                                                        949            4,582             7,000

      Net cash used in operating activities                                                     (66,476 )        (11,892 )         (78,901 )

INVESTING ACTIVITIES:
 Increase in equipment                                                                                 -            (495 )            (495 )

FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                                 -          67,800            79,533

NET INCREASE (DECREASE) IN CASH                                                                 (66,476 )         55,413               137

CASH BEGINNING BALANCE                                                                          66,613            11,200                    -

CASH ENDING BALANCE                                                                      $          137     $     66,613     $         137


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Taxes paid                                                                              $             -    $           -    $              -

  Interest paid                                                                          $             -    $           -    $              -


CASH TRANSACTIONS AFFECTING OPERATING, INVESTING
  AND FINANCING ACTIVITIES:
Issuance of common stock for license                                                     $             -                -    $       1,200


                                        The accompanying notes are an integral part of these statements.


                                                                     - 33 -
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                                                    DRAGON’S LAIR HOLDINGS, INC.
                                                  (A DEVELOPMENT STAGE COMPANY)

                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                           DECEMBER 31, 2009 AND DECEMBER 31, 2008

NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

Description of Business

Dragon‟s Lair Holdings, Inc., a Florida corporation (the “Company”, “we”, “us” and “our”), was incorporated on October 4, 2007, and
conducts is operations through its sole operating subsidiary, Dragon‟s Lair Health Products, Inc., a Florida corporation, which was incorporated
on October 5, 2007. Our company structure is set forth in the following chart:

                                                     DRAGON’S LAIR HOLDINGS, INC.
                                                          a Florida corporation



                                                         DRAGON’S LAIR HEALTH
                                                             PRODUCTS, INC.
                                                             a Florida corporation
                                                          (100% Owned Subsidiary)

Our Company is a provider of personal care products by means of a network of direct sales consultants, which is in the development stage. Our
business strategy is to provide quality products, operate at a profit and enable our direct sales consultants to operate at a profit. In July, 2008,
we commenced providing our first product, the Sore-Eez  Chinese herbal body liniment.

Our principal executive office is located at 785 N.E. 78 th Street, Miami, FL 33138. Our telephone number is (786) 554-2771 , and our
company website is www.sore-eez.com . Our fiscal year ends on December 31 st .

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company. The Company‟s consolidated financial statements
are prepared in accordance with generally accepted accounting principals in the United States of America (“US GAAP”). The consolidated
financial statements of the Company include the Company and its sole subsidiary. All material inter-company balances and transactions have
been eliminated.

Going Concern

The Company‟s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to
a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company
has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The
ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


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Management‟s Plan to Continue as a Going Concern

The Company has met its historical working capital requirements from the sale of its capital shares. In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management‟s plans to obtain such resources for the Company
include (1) obtaining capital from the sale of its securities, (2) the sale of the Sore-Eez  Chinese herbal body liniment and other product
candidates, and (3) seeking out and completing a merger with an existing operating company. However, management cannot provide any
assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing and attain profitable operations.

Development Stage Risk

The Company has earned minimal revenues from operations. Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”, which was
previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by ASC 915 are that the
Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the Company's inception

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the
normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed.
Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations.
There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial
revenues or that our business operations will prove to be profitable.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company
has no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventories

Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful
life of five years.

Advertising Costs

Advertising costs are expensed as incurred. For the years ended December 31, 2009 and 2008, advertising expenses totaled $3,900 and $156,
respectively.

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Revenue Recognition

The Company recognizes revenue when:

            Persuasive evidence of an arrangement exists;

            Shipment has occurred;

            Price is fixed or determinable; and

            Collectibility is reasonably assured.

The Company closely follows the provisions of ASC 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin
No. 104 as described above. For the periods from October 4, 2007 (inception) to December 31, 2007 and January 1, 2008 to June 30, 2008,
respectively, the Company recognized no revenues. In July, 2008, the Company commenced providing our first product, the Sore-Eez 
Chinese herbal body liniment. For the period from October 4, 2007 (inception) to December 31, 2008, the Company recognized revenues in
the amount of $1,241. For the year ended December 31, 2009, the Company recognized no revenues.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share”, which was previously Statement of Accounting
Standards No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially
dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

Intangible Assets

Intangible assets consist of a license agreement which is recorded at cost and amortized over a straight-line basis. The value of the license was
determined to be the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the
development of the recipe. The Company evaluates the recoverability of identifiable intangible assets whenever events or changes in
circumstances indicate that an intangible asset‟s carrying amount may not be recoverable. There was no impairment loss for the period from
October 4, 2007 (inception) to December 31, 2009.

Income Taxes

The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”, which was previously Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the
short maturity of these instruments.

Share Based Payments

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion
No. 25. SFAS No. 123(R) is now included in ASC 718 “Compensation – Stock Compensation.” Under SFAS No. 123(R), companies are
required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or independent contractors are required to provide services.
Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share
appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB
107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies
to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS
123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which
financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS
123.


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Effective for the year ended December 31, 2007, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations
as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such
compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Recently Issued Accounting Pronouncements

The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those
not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

Subsequent Events

We evaluated subsequent events through the date and time our financial statements were issued on February 5, 2010.

NOTE 3 - EQUITY TRANSACTIONS

On October 4, 2007 (inception), the Company issued 975,000 shares of common stock for the purchase of the license to manufacture, distribute
and sell, the Sore-Eez  Chinese herbal liniment, its initial product, from Yamit Lemoine. The value of the license was determined to be the
legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the development of the recipe.

On November 4, 2007, the Company issued 5,000,000 shares of common stock to an investor for cash in the amount of $11,100.

On December 31, 2007, the Company issued 63,278 shares of common stock to an investor for cash in the amount of $633.

On March 27, 2008, the Company issued 100,000 shares of common stock to our initial directors for services rendered at a value of $4,008.

On December 11, 2008, the Company completed its public offering pursuant to its Form S-1 Registration Statement of 6,780 shares of Series A
Convertible Preferred Stock, which were converted into 1,762,800 shares of common stock and provided aggregate offering proceeds in the
amount of $67,800.

On April 1, 2009, the Company issued 100,000 shares of common stock to its transfer agent for services rendered at a value of $3,846.

NOTE 4 – INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes”, which was previously Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities
and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be realized.


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The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to
the net loss before provision for income taxes for the following reasons:

                                                                                                 December     December
                                                                                                    31,          31,
                                                                                                   2009         2008
                    Income tax expense (asset) at statutory rate                                 $ (24,348 ) $    (7,107 )
                    Valuation allowance                                                             24,348         7,107

                    Income tax expense per books                                                 $        -0-    $        -0-


Net deferred tax assets consist of the following components as of:

                                                                                                  December       December
                                                                                                     31,            31,
                                                                                                    2009           2008
                    NOL Carryover                                                                 $ 94,043       $ 22,432
                    Valuation allowance                                                              (94,043 )      (22,432 )

                    Net deferred tax asset                                                        $       -0-    $        -0


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for the years ended December 31,
2009 and December 31, 2008, were $94,043 and 22,432, respectively, and for federal income tax reporting purposes are subject to annual
limitations. Should a change in our ownership occur the net operating loss carry forwards may be limited as to their use in future years.

NOTE 5 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At December 31, 2009 and December 31,
2008, respectively, the Company had no amounts in excess of FDIC insured limit.

NOTE 6 - LICENSE AGREEMENT

We have entered into a license agreement with Yamit Lemoine, a significant shareholder and the wife of our former chief executive officer,
which grants us a license for a term five (5) years until at least October 4, 2012 for the exclusive worldwide use of the Sore-Eez  Chinese
herbal liniment recipe and, perpetually, thereafter, if we have generated at least $400,000 from the sale of products based on the Sore-Eez 
Chinese herbal liniment recipe on or prior to such date. Pursuant to this license agreement, we are required to exercise our best efforts to
undertake and maintain the commercial scale production, marketing and distribution of products embodying the subject matter of the Sore-Eez
 Chinese herbal liniment recipe. We may not sublicense or assign any of our rights under the license agreement.

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On October 4, 2007, the date of our inception, we issued 975,000 shares of our restricted common stock to Yamit Lemoine, for a purchase
price of $0.0012308 per share, for the license to the Sore-Eez  Chinese herbal liniment recipe. The value of the license was determined to be
the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the development of the
recipe. We do not have any future payments obligations to Yamit Lemoine under the license agreement.

The license will be amortized over five years using the straight line method. Yamit Lemoine may terminate this license agreement in the event
that we have not recognized revenues of at least $400,000 from the sale of products based on the Sore-Eez  Chinese herbal liniment recipe by
October 4, 2012. We have not achieved this level of sales as of December 31, 2009, so the license remains subject to termination by the
licensor at the end of such period.

The estimated amortization expense over the next five years is as follows:

                                              Year Ending December 31
                                              2007                                       $    60
                                              2008                                       $   240
                                              2009                                           240
                                              2010                                           240
                                              2011                                           240
                                              2012                                           180
                                                                                         $ 1,200




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                                                 FOUR STAR HOLDINGS, INC.
                                               CONSOLIDATED BALANCE SHEETS


                                                                ASSETS
                                                                                                                                    December
                                                                                                               March 31,               31,
                                                                                                                 2010                 2009
                                                                                                              (Unaudited)
CURRENT ASSETS:
Cash                                                                                                      $              -      $          137
Accounts receivable                                                                                                 44,872                   -
Due from related parties                                                                                           875,048                   -
Inventories:                                                                                                                               402
    Real estate held for sale                                                                                    3,389,566                   -
    Land held for development                                                                                    6,480,836                   -
Total Current Assets                                                                                            10,790,322                 539

FIXED ASSETS:
Equipment, net of accumulated depreciation                                                                         889,724                 345

OTHER ASSETS:
License, net                                                                                                           660                 660
Loan origination fees, net of accumulated amortization                                                              40,888                   -
Total other assets                                                                                                  41,548                 660
Total Assets                                                                                              $     11,721,594      $        1,544



                                          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable & accrued expenses                                                                       $         60,863      $        7,000

Long Term Liabilities:
    Notes payable                                                                                                5,834,248                   -
    Deferred tax liability                                                                                       1,387,179                   -
Total long term liabilities                                                                                      7,221,427                   -
Total Liabilities                                                                                                7,282,290               7,000

SHAREHOLDERS' EQUITY:
Preferred stock (50,000,000 authorized;
  par value $.001; none issued and outstanding)                                                                             -                  -
Common stock (100,000,000 shares authorized;
no par value; 22,234,228 and 8,001,078 issued and outstanding, respectively)                                     4,533,347              88,587
Accumulated deficit                                                                                                (94,043 )           (94,043 )
Total Shareholders' Equity (Deficit)                                                                             4,439,304              (5,456 )
Total Liabilities and Shareholders' Equity                                                                $     11,721,594 $             1,544


                                  The accompanying notes are an integral part of these financial statements



                                                                    - 40 -
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                                              FOUR STAR HOLDINGS, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                              March 31,           March 31,
                                                                                                                2010                2009
                                                                                                              Unaudited

Net Sales                                                                                                 $       163,148     $               -

Cost of Sales                                                                                                     116,575                     -

Gross Profit                                                                                                       46,573                     -

Expenses:
       Amortization                                                                                                 2,813                 60
       Depreciation                                                                                                 2,596                 25
       General and Administrative                                                                                  80,516             17,430

Total                                                                                                              85,925             (17,515 )

Loss before other income (expense):                                                                               (39,352 )           (17,515 )

    Other income - commission                                                                                       2,215                     -
    Interest expense                                                                                              (94,305 )                   -
Total other expense, net                                                                                          (92,090 )                   -

Net (loss) before Income Taxes                                                                                   (131,442 )           (17,515 )

Provision for Income Taxes                                                                                                -                   -

Net loss                                                                                                  $      (131,442 )   $       (17,515 )


Basic and diluted net loss per common share                                                               $       (0.0076 )   $       (0.0022 )


Weighted average number of common shares outstanding                                                           17,386,048           7,901,078



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


                                                                   - 41 -
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                                                 FOUR STAR HOLDINGS, INC.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                                                 March 31,            March 31,
                                                                                                                   2010                2009
                                                                                                                 Unaudited
OPERATING ACTIVITIES:
Net loss                                                                                                     $      (131,442 ) $          (17,515 )
Adjustments to reconcile net income to net cash
    used in operating activities:
Issuance of common stock for services                                                                                  60,829                   -
Increase in amortization                                                                                                2,813                  60
Increase in depreciation                                                                                                2,596                  25
Changes in operating assets and operating liabilities:
    Accounts receivable                                                                                              (44,872 )                    -
    Due from related parties                                                                                        (875,048 )                    -
    Changes in inventory:
       Real estate held for sale                                                                                   (3,389,566 )                   -
       Land held for development                                                                                   (6,480,836 )                   -
    Loan origination fees                                                                                             (38,075 )                   -
    Accounts payable and accrued expenses                                                                              60,863                     -
    Deferred tax liability                                                                                          1,387,179                     -

     Net cash used in operating activities                                                                         (9,445,559 )           (17,430 )

INVESTING ACTIVITIES:
   Increase in Equipment                                                                                            (882,628 )                    -

          Net cash used in investing activities                                                                     (882,628 )                    -

FINANCING ACTIVITIES:
   Increase in notes payable                                                                                       5,834,248                      -
   Stock issued for investment in Ridgefield Development Corporation                                               4,417,772                      -
   Stock issued for investment in Four Star Realty                                                                    26,984                      -

          Net cash provided by financing activities                                                               10,279,004                      -

NET DECREASE IN CASH                                                                                                  (49,183 )           (17,430 )

CASH BEGINNING BALANCE                                                                                                 49,183             66,613

CASH ENDING BALANCE                                                                                          $               -    $       49,183


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Taxes paid                                                                                                $               -    $               -

     Interest paid                                                                                           $         94,305     $               -



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




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                                                FOUR STAR HOLDINGS, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       (Unaudited)

                                                              March 31, 2010

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, and include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. The audited financial statements for the period December 31, 2009 and the
year then ended were filed on February 5, 2010 with the Securities and Exchange Commission are hereby referenced. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 2010 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2010.

NOTE 2 - DESCRIPTION OF BUSINESS

Description of Business

Dragon‟s Lair Holdings, Inc., a Florida corporation, was incorporated on October 4, 2007, and conducts its operations through its operating
subsidiaries. Our Company was a provider of personal care products by means of a network of direct sales consultants. Our business strategy
was to provide quality products, operate at a profit, and enable our direct sales consultants to operate at a profit.

On December 14, 2009, Bobby Smith, Jr., (100% owner of Four Star Investment, Inc.), and Frances Mize (a single person) together
consummated the purchase of 5,928,235 shares of common stock of Dragon‟s Lair Holdings, Inc. from Talles Investments, Inc., Michel
Lemoine, Yamit Lemoine, H. Bradley Ress, Steve Kravitz, Joseph R. Pierre-Louis, and Island Capital Management, LLC, which constituted
74.1 percent (74.1%) of the issued and outstanding shares of common stock of Dragon‟s Lair Holdings, Inc., for an aggregate cash purchase
price in the amount of $325,000. The source of the funds for the purchase price for the shares of common stock of the Company was from
Four Star Investments, Inc., an Alabama corporation, which is wholly owned by Bobby Smith, Jr. As a result of the transactions, (i) Bobby R.
Smith, Jr. owns individually 43.7 percent (43.7%) of the issued and outstanding common stock of the Company and has the sole power to vote
and dispose of the such shares (ii) Frances Mize owns individually 30.4 percent (30.4%) of the issued and outstanding common stock of
Dragon‟s Lair Holdings, Inc. and has the sole power to vote and dispose of the such shares.

On February 10, 2010, Dragon‟s Lair Holdings, Inc. changed its name to Four Star Holdings, Inc., (hereinafter known as the “Company”). The
Company is a real estate acquisition and development entity that invests in companies that operate as real estate developers and home builders
in order to (i) maximize cash flows, (ii) create value within the organizations and (iii) eventually sell at a profit.

Ridgefield Development Corporation and Four Star Realty, LLC, an Alabama corporation and an Alabama limited liability company,
incorporated and organized on September 17, 2003 and January 1, 2006 respectively, were acquired on March 31, 2010 by the Company. (See
Note 6). As of March 31, 2010, the company structure is set forth in the following chart:

                                                               FOUR STAR
                                                             HOLDINGS, INC.
                                                            a Florida corporation




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                                                             RIDGEFIELD
                                                            DEVELOPMENT
                                                            CORPORATION
                                                          An Alabama corporation
                                                         (100% Owned Subsidiary)

                                                         FOUR STAR REALTY,
                                                                     LLC
                                                            An Alabama limited
                                                             liability company
                                                         (100% Owned Subsidiary)

Our principal executive office is located at 100 Four Star Lane, Odenville, AL 35120. Our telephone number is (205)-640-7821, and our
company website is www.4StarHoldings.com . Our fiscal year ends on December 31st.

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company. The Company‟s consolidated financial statements
are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated
financial statements of the Company include the Company and its subsidiaries. All material inter-company balances and transactions have been
eliminated.



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. As of March
31, 2010, the Company has no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventories

Inventories are stated at cost unless the inventory within a community is determined to be impaired, in which case the impaired inventory is
written down to fair value. Inventory costs include land, land development and home construction costs, real estate taxes, deposits on land
purchase contracts and interest related to development and construction. Construction overhead and selling expenses are expensed as incurred.
Real estate held-for-sale is classified as inventories until delivered. Land, land development, amenities and other costs are accumulated by
specific area and allocated to homes within the respective areas. The Company reviews its inventory for indicators of impairment by evaluating
each community during each reporting period. The inventory within each community is categorized as real estate held-for-sale or land held for
development based on the development state within respective phases.


                                                                    - 44 -
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Revenue Recognition

Revenues from fixed-price contracts are recognized on the completed contract method. This method is used because the typical contract is
completed in three months or less, and financial position and results of operations do not vary significantly from those that would result from
use of the percentage-of-completion method. A contract is considered complete when all costs except insignificant items have been incurred
and the installation is operating according to specifications or has been accepted by the customer.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are determined.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with the Accounting Standards Codification (“ASC”) 260 “Earnings Per Share”
which was previously Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS
No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted
average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common
shares outstanding during the period.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the
short maturity of these instruments.

Share Based Payments

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion
No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based
on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent
contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting
Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC
rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS
No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule
amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version
of retrospective application under which financial statements for prior periods are adjusted 1on a basis consistent with the pro forma disclosures
required for those periods under SFAS 123.

Effective commencing on the year ended December 31, 2007, the Company has fully adopted the provisions of SFAS No. 123(R) and related
interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based
payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.


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Recent Accounting Pronouncements

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative
nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have
been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become
non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into
a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after March 15, 2009,
and impacts the Company‟s financial statements as all future references to authoritative accounting literature will be referenced in accordance
with the Codification. There have been no changes to the content of the Company‟s financial statements or disclosures as a result of
implementing the Codification during the quarter ended March 31, 2010. As a result of the Company‟s implementation of the Codification
during the quarter ended March 31, 2010, previous references to new accounting standards and literature are no longer applicable. In the
current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of
recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the
Codification.

In June 2009, the FASB revised the authoritative guidance for consolidating variable interest entities, which changes how a company
determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The
determination of whether a company is required to consolidate an entity is based on, among other things, an entity‟s purpose and design and a
company‟s ability to direct the activities of the entity that most significantly impact the entity‟s economic performance. The Company is
currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which requires additional
disclosures about transfers between Levels 1 and 2 of the fair value hierarchy and disclosures about purchases, sales, issuances and settlements
in the roll forward of activity in Level 3 fair value measurements. This guidance was effective for the Company in the current quarter, except
for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010. The adoption of this guidance,
which is related to disclosure only, will not have a material impact on the Company‟s consolidated financial position, results of operations or
cash flows.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the
financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which
subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS
No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in
the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and
did not impact the Company‟s financial statements. The Company evaluated for subsequent events through the issuance date of the Company‟s
financial statements. No recognized or non-recognized subsequent events were noted.


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Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible
Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve
the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of
the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied
prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all
intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not
impact the Company‟s financial statements.

Non-controlling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Non-controlling Interests in Consolidated Financial Statements an
amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as non-controlling interests
and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early
application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the
purchase price of a non-controlling interest exceeds the book value at the time of buyout. Any shortfall resulting from the early buyout of
non-controlling interests will continue to be recognized as a benefit in partner investment expense up to the initial amount recognized at the
time of buy-in. Additionally, operating losses can be allocated to non-controlling interests even when such allocation results in a deficit balance
( i.e., book value can go negative). Minority interest expense is no longer separately reported as a reduction to net income on the consolidated
income statement, but is instead shown below net income under the heading “net income attributable to non-controlling interests.” The
adoption of SFAS No. 160 did not have any other material impact on the Company‟s financial statements.

Consolidation of Variable Interest Entities – Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining
whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest
entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a
variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier
adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company‟s
financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards or pronouncements, if currently
adopted, would have a material effect on the Company‟s financial statements.


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NOTE 4 - EQUITY TRANSACTIONS

On October 4, 2007 (inception), Dragon‟s Lair Holdings issued 975,000 shares of common stock for the purchase of the license to
manufacture, distribute and sell, the Sore-Eez Chinese herbal liniment, its initial product, from Yamit Lemoine. The value of the license was
determined to be the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the
development of the recipe.

On November 4, 2007, Dragon‟s Lair Holdings, Inc. issued 5,000,000 shares of common stock to an investor for cash in the amount of
$11,100.

On December 31, 2007, Dragon‟s Lair Holdings, Inc. issued 63,278 shares of common stock to an investor for cash in the amount of $633.

On March 27, 2008, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to directors for services rendered at a value of
$4,008.

 On December 11, 2008, Dragon‟s Lair Holdings, Inc. completed its public offering pursuant to its Form S-1 Registration Statement of 6,780
shares of Series A Convertible Preferred Stock, which were converted into 1,762,800 shares of common stock and provided aggregate offering
proceeds in the amount of $67,800.

On April 1, 2009, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to its transfer agent for services rendered at a value of
$3,846.

On December 14, 2009, Bobby Smith Jr. and Frances T. Mize purchased 74.1% of the issued and outstanding stock of Dragon‟s Lair holdings,
Inc. exchanging beneficial ownership to these persons.

On February 10, 2010, the Company issued 2,075,000 restricted shares for consultant services.

On February 10, 2010, the Company issued an aggregate of 12,000,000 shares of common stock of the Company, of which six (6) million were
issued to each of Frances Mize and Bobby R. Smith, Jr. to cover extraordinary expenses incurred and paid on behalf of the Company and for
future and probable acquisitions.

On February 10, 2010, the Company executed an agreement to issue an aggregate of 200,000 shares of common stock to Joseph L. Pittera,
attorney for the Company, for services rendered.

On March 15, 2010, the Company issued 158,150 restricted shares for IT consulting services.

NOTE 5 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2010, the Company had no amounts in
excess of the FDIC insured limit.


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NOTE 6 – BUSINESS COMBINATIONS

On March 31, 2010, the Company acquired 100% of the outstanding common shares of Ridgefield Development Corporation, (“Ridgefield”)
from Ridgefield‟s former majority shareholders (“the shareholders”). Ridgefield is a real estate development company in Odenville, Alabama,
and the acquisition is expected to increase the Company‟s brand awareness and market share in the area. The business combination was a
tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Consideration paid by the Company included the issuance of 1,477,516 shares of Company common stock. The fair value assigned to the
consideration is as follows:

The fair value of $4,417,772 for the 1,477,516 shares issued by Company as consideration paid for Ridgefield was determined on the basis of
the closing market price of Company‟s common shares on the acquisition date.

The transaction was accounted for using the acquisition method required by Topic 805, Business Combinations . The assignment of the total
consideration as of the date of the acquisition is as follows:

                Buildings, net                                                                                     872,737

                Real estate held for sale                                                                        3,389,566

                Land                                                                                             6,480,836

                Other assets                                                                                       918,847

                Accounts payable and accrued expenses                                                              (22,787 )

                Deferred income tax liability                                                                   (1,387,179 )

                Notes payable                                                                                   (5,834,248 )

                Total fair value                                                                            $    4,417,772



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Fair valuation methods used for the identifiable net assets acquired in that acquisition make use of quoted prices in active markets and
discounted cash flows using current interest rates.

Seasonality

Historically, the homebuilding industry has experienced seasonal fluctuations; therefore, the operating results for the period ended March 31,
2010 is not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010.

On March 31, 2010, the Company acquired 100% of the membership interests of Four Star Realty, LLC (“Realty”) in a stock-for-membership
interests exchange. The Company issued 9,026 shares for all interests held by the members of Realty. The transaction was a tax-free
reorganization under Section 368(b) of the Internal Revenue Code. Realty is a licensed real estate brokerage located in Odenville, Alabama,
and the acquisition is expected to increase the Company‟s brand awareness and market share in the area.




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                                            DEALER PROSPECTUS DELIVERY OBLIGATION

No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained
in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by us or any of the
underwriters. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there
has been no change in our affairs since the date of this prospectus. This prospectus does not constitute any offer to sell, or solicitation of any
offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such an offer or solicitation. Neither the
delivery of this prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the
information herein is correct as of any time subsequent to the date of the prospectus.

Until 180 days from the effective date of this prospectus all dealers that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.




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                                                Independent Auditor‟s Report

To the Members
Four Star Realty, LLC
100 Four Star Lane
Odenville, AL 35120

We have audited the accompanying balance sheets of Four Star Realty, LLC as of December 31, 2008 and 2009, and the related statements of
operations, changes in members‟ equity, and cash flows for the years ended December 31, 2008 and 2009. These financial statements are the
responsibility of Four Star Realty, LLC management. Our responsibility is to express an opinion on these financial statements based on our
audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‟s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Four Star Realty, LLC
as of December 31, 2008 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2009 in
conformity with generally accepted accounting principles.

Labrozzi & Co., P.A.
Miami, Florida
January 21, 2010


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                                                    FOUR STAR REALTY, LLC
                                                       BALANCE SHEETS
                                                    December 31, 2008 and 2009


                                                  ASSETS

                                                                                                                                Pro forma
                                                                                               2009                2008           2009
  Cash and cash equivalents                                                                $     15,340        $     16,195   $      15,477
  Due from members                                                                               25,505              15,000          25,505
  Inventories                                                                                         -                   -             402
  License, net                                                                                        -                   -             660
  Property, plant, and equipment, net of accumulated depreciation                                18,161              24,236          18,506

TOTAL ASSETS                                                                               $      59,006       $     55,431   $     60,550




                          LIABILITIES AND MEMBERS' EQUITY

  Payroll liabilities                                                                      $       2,963       $      1,119   $      2,963
  Accounts Payable                                                                                                                   7,000
  Due to member                                                                                    5,071              3,000          5,071
  Commission payable                                                                              12,129             14,422         12,129

TOTAL LIABILITIES                                                                                 20,163             18,541         27,163

  Members' equity                                                                                 38,843             36,890         33,387

TOTAL LIABILITIES AND MEMBERS' EQUITY                                                      $      59,006       $     55,431   $     60,550




                                  The accompanying notes are an integral part of these financial statements.
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                    STATEMENTS OF OPERATIONS and CHANGES IN MEMBERS' EQUITY
                                Years Ended December 31, 2008 and 2009


                                                                                                                                  Pro forma
                                                                                             2009                2008               2009

Revenue
 Commission income                                                                       $     818,277       $   1,049,817    $      818,277

  Cost of sales-commssions                                                                     627,575            800,122            627,575

  Gross profit                                                                                 190,702            249,695            190,702

General and administrative expenses
 Advertising and marketing, net of reimbursements                                               44,502             73,466             44,502
 Amortization                                                                                        -                  -                240
 Depreciation                                                                                    6,075              6,080              6,175
 Insurance                                                                                       3,530              5,321              3,530
 Miscellaneous                                                                                  14,090             24,537             14,090
 Salaries and wages                                                                             43,282             62,024             43,282
 Repairs and maintenance                                                                         2,275              3,071              2,275
 Professional fees                                                                              33,031             10,790             33,031
 Rent                                                                                           23,000             42,000             23,000
 Supplies                                                                                        5,962              8,279              5,962
 Utilities                                                                                      13,002             13,906             13,002
 Other General & Administrative Costs                                                                -                  -             71,271


  Total expenses                                                                               188,749            249,474            260,360

Net income                                                                               $       1,953       $          221   $       (69,658 )




MEMBERS' EQUITY DECEMBER 31, 2008                                                        $      36,890

2009 NET INCOME                                                                                  1,953

MEMBERS' EQUITY DECEMBER 31, 2009                                                        $      38,843


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


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                                                      FOUR STAR REALTY, LLC
                                                  STATEMENTS OF CASH FLOWS
                                                Years Ended December 31, 2008 and 2009




                                                                                                                     2009                2008

Cash Flows from Operating Activities
Net income from operations                                                                                       $      1,953        $          221
Adjustments to reconcile net income to net cash
  used in operating activities:
  Depreciation                                                                                                          6,075               6,080
  Changes in operating assets and operating liabilities:
    Note receivable-related party                                                                                     (10,505 )           (15,000 )
    Payroll liabilities                                                                                                 1,844                (758 )
    Due to member                                                                                                       2,071              (9,081 )
    Commissions payable                                                                                                (2,293 )            14,422

  Net cash used in operating activities                                                                                     (855 )         (4,116 )

Cash Flows from Investing Activities
    Cash paid for equipment                                                                                                     -          (1,888 )

  Net cash used in investing activities                                                                                         -          (1,888 )

Net change in cash and cash equivalents                                                                                  (855 )            (6,004 )
 Cash and cash equivalents - beginning of year                                                                         16,195              22,199
 Cash and cash equivalents - end of year                                                                         $     15,340        $     16,195


Supplemental Disclosure of Cash Flow Information :
  Cash paid for interest                                                                                         $              -    $            -

  Cash paid for taxes                                                                                            $              -    $            -


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

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NOTE 1 - DESCRIPTION OF ORGANIZATION

Organization . Four Star Realty, LLC (the “Company”) was formed on January 3, 2006 under the laws of the state of Alabama. The Company
is engaged to perform all acts and lawful transactions relating to real estate business including sale, purchase, management, operation,
construction, refurbishing and trading in plots of land for construction, real estate of all categories, owned either by the company or by related
or other third parties.

Basis of accounting . The financial statements are prepared using the accrual basis of accounting. Revenues are recognized when services are
rendered and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to accounting principles
generally accepted in the United States of America.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES

Use of estimates . The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

Cash and cash equivalents . The Company considers all highly liquid investments with original maturities of three months or less to be cash
equivalents. There were no cash equivalents at December 31, 2009.

Revenue recognition . The Company recognizes revenue in accordance with Statement of Accounting Standards No. 66, Accounting for Real
Estate Sales . The Company recognizes revenue from real estate sales under the full accrual method. Under the full accrual method, profit may
be realized in full when real estate is sold, provided (1) the profit is determinable and (2) the earnings process is virtually complete (the
Company is not obligated to perform significant activities after the sale to earn the profit). The Company recognizes revenue from real estate
sales transactions on the closing date.

Impairment and Disposal of Long-Lived Assets . The Company evaluates the carrying value of its long-lived assets under the provisions of
SFAS No. 144, ―Accounting for the Impairment or Disposal of Long-Lived Assets ”. Statement No. 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to
be generated by those assets are less than the assets‟ carrying amount. If such assets are impaired, the impairment to be recognized is measured
at the


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the
carrying value or fair value, less costs to sell.

Income taxes : The Company has elected partnership status for income tax purposes. Accordingly, a provision for income taxes has not been
established.

New accounting pronouncements:

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements ". SFAS No. 157 provides guidance for using fair value to
measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on
earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not
expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2006. The Company is unable at this time to determine
the effect that its adoption of SFAS No. 157 will have on its results of operations and financial condition.

In February 2008, the FASB issued Staff Position (―FSP‖) 157-2, ―Effective Date of FASB Statement No. 157 ”. This FSP delays the effective
date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a
recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact
of adoption was not material to the Company‟s financial condition or results of operations.

Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109" . FIN 48 clarifies that accounting for uncertainty in income taxes recognized under SFAS No. 109 "Accounting for Income
Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition measurement of a tax position
taken or expected to be taken in a tax return and also provides guidelines on various related matters such as derecognition,



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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

measurement and classification of income tax uncertainties, interest and penalties, and disclosure. FIN 48 also includes guidance concerning
accounting for income tax uncertainties in interim periods and increases the level of required disclosures associated with any recorded income
tax uncertainties. The differences between the amount recognized in the statement of financial position prior to the adoption of FIN 48 and the
amounts reported after adoption are to be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained
earnings. FIN 48 was effective beginning in fiscal year 2007 and did not have a material effect on the Company's financial position, results of
development stage activities or liquidity.

Considering the Effects of Prior Year Misstatements

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 108 (SAB No. 108) "Considering
the Effects of Prior Year Misstatements When Qualifying Misstatements in Current Year Financial Statements" . SAB No. 108 provides
interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in qualifying a current
year misstatement. The SEC staff believes that registrants should qualify errors using both a balance sheet and income statement approach and
evaluate whether either approach results in qualifying a current year misstatement that, when all relevant quantitative and qualitative factors are
considered, is material. The provisions of SAB No. 108 were effective for the Company's fiscal year ending December 31, 2006. The adoption
of SAB No. 108 did not have a material impact on the Company's financial statements.

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R) ―Business Combinations‖ . This Statement replaces the original SFAS No. 141. This
Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement No. 141 called
the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of
this SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports
about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer:

      1. Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling
         interest in the acquiree.




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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

      2. Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. the beginning of the
         first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.

The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its results of operations and
financial condition.

Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, ―The Fair Value Option for Financial Assets and Financial Liabilities – Including an
amendment of FASB Statement No. 115 ”, which becomes effective for the Company on February 1, 2008, permits companies to choose to
measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is
optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election, of this fair-value option
will have a material effect on its financial condition, results of operations, cash flows or disclosures.

NOTE 3 - PROPERTY PLANT & EQUIPMENT

Amounts and expected lives of property plant & equipment are as follows:

                                                                                                                    Expected
                                                                                                Amounts            useful lives
                Computer equipment                                                            $      3,881          3-5 years
                Furniture                                                                           21,447          5-7 years
                Telephone equipment                                                                 12,050          5-7 years
                Total depreciable PP&E                                                              37,378
                Less: Accumulated depreciation                                                     (19,217 )
                Net depreciable PP&E                                                                18,161
                Total net PP&E                                                                $     18,161


Depreciation expense for December 31, 2008 and 2009 was $6,080 and $6,075 respectively.


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NOTE 4- DUE FROM MEMBERS

During 2009, the Company made loans to the members of the Company. The balance of the outstanding receivable as of December 31, 2009 is
$25,505.

NOTE- 5 DUE TO MEMBER

The managing member loaned the Company money for operations. During 2009, the managing member paid expenses on behalf of the
Company in the amount of $2,071. Balances due as of December 31, 2008 and 2009 were $3,000 and $5,071 respectively.

NOTE- 6 OPERATING LEASE AGREEMENT

The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining
noncancelable lease terms in excess of one year as of December 31, 2009:

Year ending December 31,:

                                                              2010                             $   24,000
                                                              2011                             $   24,000
                                                              2012                             $   24,000
                                                              2013                             $   24,000
                                                              2014                             $   24,000

NOTE- 7 LITIGATION

During 2008, the Company was involved in one pending matter in the Circuit Court of St. Clair County, Alabama, styled Jennifer Englett, et al.
vs. Four Star Realty, LLC, et al. , CV 08-30. According to the pleadings in the case, Jennifer Englett, (the “Plaintiffs”) have asserted claims
arising from construction defects in their homes. The Company was the exclusive listing agent for the sale of the homes and as such has been
named as a defendant in the lawsuit. According to the Company‟s counsel, based on the evidence and testimony to date, it appears the
Plaintiffs will have a difficult time prevailing on any claims directed at the Company and he anticipates moving for summary judgment against
the Plaintiffs as soon as all depositions have been recorded.




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                                             Independent Auditor‟s Report

To the Shareholders
Ridgefield Development, Corporation
100 Four Star Lane
Odenville, AL 35120

We have audited the accompanying balance sheets of Ridgefield Development, Corporation as of December 31, 2008 and 2009, and the related
statements of operations, changes in shareholders‟ equity, and cash flows for the years 2008 and 2009 then ended. These financial statements
are the responsibility of Ridgefield Development, Corporation management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‟s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ridgefield
Development, Corporation as of December 31, 2008 and 2009, and the results of its operations and its cash flows for the years 2008 and 2009
then ended in conformity with generally accepted accounting principles.



Labrozzi & Co., P.A.
Miami, Florida
February 27, 2010



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                                         RIDGEFIELD DEVELOPMENT, CORPORATION
                                                    BALANCE SHEETS
                                                 December 31, 2008 and 2009

                                                  ASSETS                                                                           Pro-forma
                                                                                               2009                2008              2009
Current assets:
  Cash                                                                                    $            -       $     14,318    $          137
 Accounts receivable                                                                              42,872             47,457            42,872
 Inventories                                                                                           -                  -               402

  Total current assets                                                                            42,872             61,775            43,411

Non-current assets
 Loan closing costs, net of accumulated amortization                                              29,072              40,325            29,072
 Due from related party                                                                          617,164             620,164           617,164
 Accounts Receivable                                                                              11,424              11,424            11,424
 Notes receivable-related parties                                                                225,960             144,150           225,960
 Capitalized interest                                                                          1,189,497             908,197         1,189,497
 Real estate held for sale                                                                     1,466,649           1,418,874         1,466,649
 Land held for development                                                                     2,973,369           2,973,369         2,973,369
 License - net of accumulated amortization                                                                                                 660
 Property, plant & equipment, net of accumulated depreciation                                    505,014            515,397            505,359

  Total non-current assets                                                                     7,018,149           6,631,900         7,019,154

TOTAL ASSETS                                                                              $    7,061,021       $   6,693,675   $     7,062,565




                               LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
 Accounts Payable                                                                         $            -       $          -    $         7,000
  Accrued property tax                                                                            11,947             13,627             11,947
  Due to related party                                                                            14,810                                14,810
  Line of credit                                                                               5,735,662           5,245,957         5,735,662

TOTAL LIABILITIES                                                                              5,762,419           5,259,584         5,769,419

Shareholders' equity:
  Common stock                                                                                     1,000               1,000            89,587
  Retained earnings                                                                            1,297,602           1,433,091         1,203,559

  Total shareholders' equity                                                                   1,298,602           1,434,091         1,293,146

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                $    7,061,021       $   6,693,675   $     7,062,565


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

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                                 RIDGEFIELD DEVELOPMENT, CORPORATION
                      STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDERS' EQUITY
                                     Years Ended December 31, 2008 and 2009

                                                                                                                                 Pro-forma
                                                                                            2009                2008               2009
Revenue
 Sales                                                                                  $      20,011       $    212,047     $        20,011

  Cost of sales                                                                                17,479             58,256              17,479

  Gross profit                                                                                  2,532            153,791               2,532

Operating expenses
 Empty lot fees                                                                                12,165             10,991              12,165
 Environmental fees                                                                            17,670             13,415              17,670
 Repairs                                                                                       16,762              8,070              16,762

  Total operating expenses                                                                     46,597             32,476              46,597

Non-operating expenses:
 Amortization expense                                                                          11,253             11,253              11,493
 Bad debt expense                                                                                   -             22,777                   0
 Depreciation                                                                                  10,384             10,384              10,484
 Insurance                                                                                      3,902              3,264               3,902
 Interest                                                                                       2,010             25,253               2,010
 Marketing                                                                                          -              5,500                   0
 Miscellaneous                                                                                 10,597              2,866              10,597
 Professional fees                                                                             52,968              2,625              52,968
 Property taxes                                                                                49,593             61,862              49,593
 Utilities                                                                                      2,120              4,991               2,120
 Warranty costs                                                                                   872             15,769                 872
 Other General & Administrative Costs                                                                                                 71,271

Total non-operating expenses                                                                  143,699            166,544            215,310

Net operating loss                                                                           (187,764 )          (45,229 )          (259,375 )

Other income (expense)
 Timber income                                                                                 16,775              8,997              16,775
 Rental income                                                                                 35,500             44,735              35,500
 Other expenses                                                                                     -             (1,497 )                 -

Net other income                                                                               52,275             52,235              52,275

Net income (loss)                                                                       $    (135,489 )     $      7,006     $      (207,100 )


SHAREHOLDERS' EQUITY DECEMBER 31, 2008                                                  $   1,434,091

2009 NET LOSS                                                                                (135,489 )

SHAREHOLDERS' EQUITY DECEMBER 31, 2009                                                  $   1,298,602



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

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                                            RIDGEFIELD DEVELOPMENT, CORPORATION
                                                  STATEMENTS OF CASH FLOWS
                                                Years Ended December 31, 2008 and 2009


                                                                                                                2009             2008

Cash Flows from Operating Activities
Net income (loss) from operations                                                                           $   (135,489 )   $        7,006
Adjustments to reconcile net income to net cash
  used in operating activities:
    Amortization expense                                                                                          11,253             11,253
    Depreciation expense                                                                                          10,384             10,384
    Provision for bad debts                                                                                            -             22,777
    Gain on sale of fixed assets-buildings                                                                             -              8,997
    Changes in operating assets and operating liabilities:
       Accounts receivable                                                                                         4,585            (64,252 )
       Due from Twelve Oaks Properties                                                                             3,000             10,077
       Notes receivable-related parties                                                                          (81,810 )          (26,297 )
       Capitalized interest                                                                                     (281,300 )         (237,415 )
       Real estate held for sale                                                                                 (47,775 )          891,685
       Land held for development                                                                                       -         (1,469,397 )
       Accounts payable                                                                                                -                250
       Due to related party                                                                                       14,810                  -
       Accrued property tax                                                                                       (1,680 )           13,627
       Accrued interest                                                                                                -            (62,000 )

  Net cash used in operating activities                                                                         (504,022 )        (883,305 )

Cash Flows from Investing Activities:
    Proceeds from sales of fixed assets-buildings                                                                       -          385,000
                                                                                                                                         -
Net cash provided by investing activities                                                                               -          385,000

Cash Flows from Financing Activities:
    Draws on line of credit                                                                                      489,704           857,000
    Payments on line of credit                                                                                         -          (475,000 )

Net cash provided by financing activities                                                                        489,704           382,000

Net change in cash and cash equivalents                                                                          (14,318 )        (116,305 )
    Cash and cash equivalents - beginning of year                                                                 14,318           130,623
    Cash and cash equivalents - end of year                                                                 $          -     $      14,318



Supplemental Disclosure of Cash Flow Information :
    Cash paid for interest                                                                                  $    283,300     $     314,592

     Cash paid for taxes                                                                                    $     49,593     $       61,682


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


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NOTE 1 - DESCRIPTION OF ORGANIZATION

Organization . Ridgefield Development Corporation, (the “Company”) was formed on October 10, 2003 under the laws of the state of
Alabama. The Company was formed to secure a 1400 acre property (the “Development”) in order to develop the property into neighborhoods
of affordable homes with amenity packages found only in much more expensive neighborhoods. The Development consists of constructing the
infrastructure and improvements for a residential development in Odenville, Alabama.

Project construction operations are conducted through the Company‟s affiliates who share the same ownership. The Company creates each
project such that it will generate income from the placement of the construction loan through its affiliates and/or the capital appreciation of the
facility upon sale. Affiliates and management of the Company will develop the construction and permanent financing for the benefit of the
Company.

The Development currently consists of four residential neighborhoods; Acton Meadows, a starter home community consisting of starter homes
in the $130,000‟s; Brookhaven, a multi-price point neighborhood starting in the low $100,000‟s to the upper $200,000‟s; Hidden Ridge, a ridge
top neighborhood with larger lots as well as a small townhome site and Ridgefield, a mid-priced neighborhood with full size lots and a price
range from $170,000 to $210,000.

Basis of accounting . The financial statements are prepared using the accrual basis of accounting. Revenues are recognized when services are
rendered and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to accounting principles
generally accepted in the United States of America.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES

Use of estimates . The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

Cash and cash equivalents . The Company considers all highly liquid investments with original maturities of three months or less to be cash
equivalents. There were no cash equivalents at December 31, 2009.


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

Revenue recognition . The Company recognizes revenue in accordance with Statement of Accounting Standards No. 66, Accounting for Real
Estate Sales, under the full accrual method. Under the full accrual method, profit may be realized in full when real estate is sold, provided
(1) the profit is determinable and (2) the earnings process is virtually complete (the Company is not obligated to perform significant activities
after the sale to earn the profit). The Company recognizes revenue from its real estate sales transactions on the closing date.

Impairment and Disposal of Long-Lived Assets . The Company evaluates the carrying value of its long-lived assets under the provisions of
SFAS No. 144 , ―Accounting for the Impairment or Disposal of Long-Lived Assets ”. Statement No. 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to
be generated by those assets are less than the assets‟ carrying amount. If such assets are impaired, the impairment to be recognized is measured
at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying value or fair value, less costs to sell.

Income taxes: The Company has elected subchapter S status for income tax purposes. Accordingly, a provision for income taxes has not been
established.

New accounting pronouncements

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157 , "Fair Value Measurements ". SFAS No. 157 provides guidance for using fair value to
measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on
earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not
expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2008. The Company is unable at this time to


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

determine the effect that its adoption of SFAS No. 157 will have on its results of operations and financial condition.

In February 2008, the FASB issued Staff Position (“FSP”) 157-2 , ―Effective Date of FASB Statement No. 157 ”. This FSP delays the effective
date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a
recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact
of adoption was not material to the Company‟s financial condition or results of operations.

Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109 ". FIN 48 clarifies that accounting for uncertainty in income taxes recognized under SFAS No. 109 "Accounting for Income
Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition measurement of a tax position
taken or expected to be taken in a tax return and also provides guidelines on various related matters such as de-recognition, measurement and
classification of income tax uncertainties, interest and penalties, and disclosure. FIN 48 also includes guidance concerning accounting for
income tax uncertainties in interim periods and increases the level of required disclosures associated with any recorded income tax
uncertainties. The differences between the amount recognized in the statement of financial position prior to the adoption of FIN 48 and the
amounts reported after adoption are to be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained
earnings. FIN 48 was effective beginning in fiscal year 2007 and did not have a material effect on the Company's financial position or liquidity.

Considering the Effects of Prior Year Misstatements

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 108 (SAB No. 108) "Considering
the Effects of Prior Year Misstatements When Qualifying Misstatements in Current Year Financial Statements ". SAB No. 108 provides
interpretive guidance on how the effects of the carryover or reversal of prior year misstatements


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

should be considered in qualifying a current year misstatement. The SEC staff believes that registrants should qualify errors using both a
balance sheet and income statement approach and evaluate whether either approach results in qualifying a current year misstatement that, when
all relevant quantitative and qualitative factors are considered, is material. The provisions of SAB No. 108 were effective for the Company's
fiscal year ending December 31, 2006. The adoption of SAB No. 108 did not have a material impact on the Company's financial statements.

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R) ―Business Combinations ”. This Statement replaces the original SFAS No. 141. This
Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement No. 141 called
the purchase method ) be used for all business combinations and for an acquirer to be identified for each business combination. The objective
of this SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial
reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer:

     A.) Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling
         interest in the acquiree.

     B.) Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. the beginning of the
         first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.

The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its results of operations and
financial condition.



Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159 , “ The Fair Value Option for Financial Assets and Financial Liabilities – Including an
amendment of FASB Statement No. 115 ”, which becomes effective for the Company on February 1, 2008, and permits companies to choose to
measure many financial instruments and certain other items at fair value and report unrealized


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not
anticipate that the election, of this fair-value option will have a material effect on its consolidated financial condition, results of operations, cash
flows or disclosures.

NOTE 3- NOTES RECEIVABLE-RELATED PARTIES

At December 31, 2009, “Notes receivable-related parties” in the balance sheet consisted of notes receivable from affiliated entities of which the
shareholders of the Company are also the shareholders/members. The notes are due on demand and are uncollateralized. The notes receivable
carry interest at rates ranging at 5% per annum. The aggregate receivable balances have been classified as noncurrent assets because they are
not expected to be collected within one year from the balance sheet date. Below is a breakdown of the companies and the respective balances as
of December 31, 2009:

                                                              Company                                                         Amount

                B&B Smith Construction, Inc.                                                                              $     35,000
                Four Star Investments, LLC                                                                                     125,960
                Four Star Properties, LLC                                                                                       50,000
                Bobby Smith, Jr.                                                                                                15,000

                Total                                                                                                     $    225,960


NOTE 4-CAPITALIZED INTEREST

For the year ended December 31, 2009 the Company has recognized $283,300 in interest expense that was capitalized and $2,010 interest
expensed directly to the Statement of Operations. Project interest expense is recorded on the balance sheet or statement of operations depending
on the status of the project(s).

NOTE 5- LAND HELD FOR DEVELOPEMENT AND REAL ESTATE HELD FOR SALE

Land acquisition costs are capitalized as “Land Held for Development”. Project costs that are clearly associated with the development and
construction of a real estate project are capitalized as a cost of that project. Costs are allocated to individual projects by the specific
identification method. Interest costs are capitalized while development is in progress. When a project is completed it is reclassified as “Real
Estate Held for Sale” until it is sold. Once a project is sold, the capitalized costs are reclassified as “Cost of Sales” to offset real estate sales in
the Statement of Operations.


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NOTE 6 - PROPERTY PLANT & EQUIPMENT

Amounts and expected lives of property plant & equipment are as follows:

                                                                                                                Expected
                                                                                               Amounts         useful lives

                Real estate building                                                       $       339,618      39 years
                Equipment building                                                                 140,062      39 years
                Land                                                                                50,000
                Total land and depreciable PP&E                                                    529,680
                Less: Accumulated depreciation                                                     (24,666 )
                Net land and depreciable PP&E                                                      505,014
                Total net PP&E                                                             $       505,014


Depreciation expense for December 31, 2009 was $10,384.

NOTE 7- LINE OF CREDIT-UNION STATE BANK

The Company has available a revolving line of credit with Union State Bank for $5,500,000. The line of credit expired in August 2009.
Borrowings under the line of credit bear interest at fixed rate of 8.25% per annum. The outstanding balance on the line of credit was
$5,435,945 at December 31, 2009. The note is personally guaranteed by the shareholders.

The Company has available a revolving line of credit with Covenant Bank for $300,000. Borrowings under the line of credit bear interest at
fixed rate of 5.25% per annum and mature August 5, 2010. The outstanding balance on the line of credit was $299,717 at December 31, 2009.
The note is personally guaranteed by the shareholders.


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                                      PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by Four Star Holdings in connection with registering the sale of the common
stock. Four Star Holdings has agreed to pay all costs and expenses in connection with this offering of common stock. Set for the below is the
estimated expenses of issuance and distribution, assuming the maximum proceeds are raised.

                Legal and Professional Fees                                                                                $    20,000
                Accounting Fees                                                                                            $    15,000
                Blue Sky Qualification Fees                                                                                $     5,000

                Total                                                                                                      $    40,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

None of our directors will have personal liability to us or any of our shareholders for monetary damages for breach of fiduciary duty as a
director involving any act or omission of any such director since provisions have been made in the Articles of Incorporation limiting such
liability. The foregoing provisions will not eliminate or limit the liability of a director (i) for any breach of the director‟s duty of loyalty to us or
our shareholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Florida Business Corporation Act, (iv) the payment of dividends in violation of applicable Sections of the Florida
Business Corporation Act or (v) for any transaction from which the director derived an improper personal benefit.

 Our articles of incorporation and bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability
suffered by them or arising out of their activities as our directors, officers, and employees, if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the
Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. Our articles of incorporation
and bylaws, therefore, limit the liability of directors to the maximum extent permitted by the Florida Business Corporation Act.

Our officers and directors are accountable to us as fiduciaries, which means they are required to exercise good faith and fairness in all dealings
affecting us. In the event that a shareholder believes the officers and/or directors have violated their fiduciary duties to us, the shareholder may,
subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the shareholder‟s rights, including
rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by
management. Shareholders who have suffered losses in connection with the purchase or sale of our securities in connection with such sale or
purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover
such losses from us.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our
company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


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ITEM 15.       RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the
use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid
in connection with the sale of any securities.

On October 4, 2007 (inception), Dragon‟s Lair Holdings issued 975,000 shares of common stock for the purchase of the license to
manufacture, distribute and sell, the Sore-Eez Chinese herbal liniment, its initial product, from Yamit Lemoine. The value of the license was
determined to be the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the
development of the recipe.

On November 4, 2007, Dragon‟s Lair Holdings, Inc. issued 5,000,000 shares of common stock to an investor for cash in the amount of
$11,100.

On December 31, 2007, Dragon‟s Lair Holdings, Inc. issued 63,278 shares of common stock to an investor for cash in the amount of $633.

On March 27, 2008, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to directors for services rendered at a value of
$4,008.

 On December 11, 2008, Dragon‟s Lair Holdings, Inc. completed its public offering pursuant to its Form S-1 Registration Statement of 6,780
shares of Series A Convertible Preferred Stock, which were converted into 1,762,800 shares of common stock and provided aggregate offering
proceeds in the amount of $67,800.

On April 1, 2009, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to its transfer agent for services rendered at a value of
$3,846.

On December 14, 2009, Bobby Smith Jr. and Frances T. Mize purchased 74.1% of the issued and outstanding stock of Dragon‟s Lair holdings,
Inc. exchanging beneficial ownership to these persons.

On February 10, 2010, the Company issued 2,075,000 restricted shares for consultant services.

On February 10, 2010, the Company issued an aggregate of 12,000,000 shares of common stock of the Company, of which six (6) million were
issued to each of Frances Mize and Bobby R. Smith, Jr. to cover extraordinary expenses incurred and paid on behalf of the Company and for
future and probable acquisitions.

On February 10, 2010, the Company executed an agreement to issue an aggregate of 200,000 shares of common stock to Joseph L. Pittera,
attorney for the Company, for services rendered.

On March 15, 2010, the Company issued 158,150 restricted shares for IT consulting services.

These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.


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ITEM 16.       EXHIBITS.

The following exhibits are included with this registration statement:

   Exhibit No.        Description

        3 .1          Articles of Incorporation, as currently in effect
        3 .2          Bylaws, as currently in effect
        4 .1          Specimen common stock certificate
        5 .1          Opinion of Law Offices of Joseph Pittera. P.A.
       10 .1          Acquisition of Ridgefield Development Corp.
       10.2           quisition of Four Star Realty LLC
       21 .1          List of Subsidiaries
       23 .1          Consent of Independent Auditor, Lake & Associates, CPAs LLC
       23.2           Consent of Independent Auditor, Labrozzi & Co., PA
       23 .3          Consent of Law Offices of Joseph Pittera. (included in Exhibit 5.1)

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ITEM 17. UNDERTAKINGS.

Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future.
The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis
and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time
the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the
registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, Four Star Holdings includes the following
undertakings in this Registration Statement:

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table
in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

(1) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(2) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.


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B. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                                                                  SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the
City of Odenville, State of Alabama on July 8, 2010.


                                                              Four Star Holdings, Inc.
                                                                    (Registrant)

                                                                                  By: /s/ Bobby R. Smith, Jr.
                                                                                           Bobby R. Smith, Jr.
                                                                                         Chief Executive Officer, Treasurer and Director



In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the
capacities and on the dates stated:



                          Signature                                              Title                                           Date


/s/ Bobby R. Smith, Jr.                                         Chief Executive Officer, and Treasurer                       July 8, 2010
Bobby R. Smith, Jr.

/s/Fran Mize                                                            President and Director                               July 8, 2010
Fran Mize




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                                          MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with (i) our financial statements for the period from January 1, 2010, through March
31, 2010, and the related notes; and (ii) the section of this prospectus entitled “Description of Business” that appear elsewhere in this
prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors”. Our financial
statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We were incorporated under the laws of the State of Florida on October 4, 2007. All activity to date has been related to the formation of our
business, preparing our business plan and continued operations, including but not limited to:

             Acquisition of Twelve Oaks Properties, Inc. an Alabama Corporation.

             Acquisition of Four Star Investments Inc. an Alabama Corporation.

             Acquisition of Four Star Properties Inc., an Alabama Corporation.

              Acquisition of SBE LLC, an Alabama Limited Liability Company.

              Acquisition of Legacy Springs Apartments

             Acquisition of Four Star Land Ventures, LLC, an Alabama Limited Liability Company

             Acquisition of B&B Smith Construction, Inc., an Alabama Corporation

             Begin development of new construction of homes

Plan of Operation

Early in 2002, after successfully working together for almost a decade, Bobby R. Smith, Jr., a Builder and Developer, and Fran Mize, a Real
Estate Broker, began to formalize their vision of a Company which could purchase and develop land as well as build and sell the
homes. Knowing that the time was right for St. Clair County to move to the forefront of the Birmingham Metropolitan area, they began to
purchase large tracts of land from Timber companies. St. Clair County lies on the eastern edge of the metropolitan area, and the land they were
looking at was strategically located along and between I-59 and I-20, the two major arteries into Birmingham. The plan was always to
purchase the land at a price where affordable housing could be built but still have the amenity package previously available only in
neighborhoods of more expensive homes.


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In 2003, after years of maintaining A1 credit ratings and close banking relationships, both personally and professionally, Management created
Ridgefield Development Corp., the business entity which owns the Acton Meadows, Brookhaven, Hidden Ridge and Ridgefield neighborhoods
located in Margaret, Alabama. In 2002, Margaret had a population of approximately 750 residents and had issued only two building
permits. Once Management had the developments and infrastructure in place they began vertical construction. In less than 5 years Margaret
had 950 new homes and the population swelled to over 5000 residents. Today, the town has not only experienced commercial growth to serve
the growing population but a new elementary school is scheduled to open in the fall of 2010.

Management enjoys excellent working relations with the city and community leaders. Ridgefield had all zoning in place as well as sewer
access in all of its developments. Along with the growth, Management has always believed in giving back to the communities. Bobby Smith
serves on the St. Clair County Educational Foundation. Also Management has donated resources to the local schools. There is a new state of
the art St. Clair County High School and a new Margaret Elementary School.

Management has also partnered with the St. Clair Economic Board to bring millions of dollars of revenue and hundreds of jobs to the
area. Among these are the Honda Plant, a $2 billion dollar facility employing 4,500 workers; a $35 million dollar hospital in Pell City; a Bass
Pro Shop, a new Jefferson State Junior College campus in Pell City and Grand River which is an upscale outlet mall and retail center now
under construction just off I-59 and approximately 10 minutes from five neighborhoods owned by Management.

As Management created a boom for the City of Margaret, Management has also become a major force in the Birmingham market. Bobby R.
Smith, Jr., CEO was named Developer of the Year by the Greater Birmingham Association of Homebuilders for three years in a row. Bobby
R. Smith, Jr. was honored as Builder of the Year by the St. Clair County Association of Homebuilders and two years later as Builder of the
Year by the Greater Birmingham Association of Homebuilders. He also served for two years as President of the St. Clair Association of
Homebuilders and is currently serving as President of the GBAHB which is the fifth largest such association in the nation. During this period
of growth, St. Clair County did become the fastest growing county in the state and Management grew along with the county with exceptional
neighborhoods in most communities. Following their vision of providing the very best of living conditions for the most affordable of prices,
Four Star is now poised to become the largest real estate acquisition, development and sales organization in the state and then in the
Southeastern U. S.

Management and Operating Structure

 The Company balances its local operating structure with centralized corporate-level Management. The Company's local managers, who have
significant experience in the homebuilding industry generally and in their respective markets, are responsible for operating decisions regarding
land identification, home design, construction and marketing. Decisions related to overall Company strategy, acquisitions of land and
businesses, financing and disbursements are centralized at the corporate level.

Results of Operations

In the first quarter of operations ending March 21,2010, we have generated revenue of $163,148 and currently have 300 lots that are ready for
construction and scheduled for completion within 18 months from funding.



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                Cash and cash equivalents                                                                        $             0
                Working capital                                                                                       10,729,459
                Total assets                                                                                          11,721,594
                Total liabilities                                                                                      7,282,290
                Total shareholders‟ equity                                                                             4,439,304

Cash Flows from Operating Activities

As a result of the acquisition of Ridgefield Development Corp, Four Star Holdings, Inc received a stepped up fair value of land inventories,
resulting in an overall net cash usage from operations of ($9,445,559)

Cash Flows from Investing Activities

Net cash used in investing activities was $882,628.

Cash Flows from Financing Activities

Net cash provided from financing activities was $10,279,004.

Plan of Operation and Funding

Our existing working capital is not expected to be adequate to fund our operations over the next twelve months. We have lines of credit for
construction financing arrangements in the amount of $5.5 million.

In connection with our business plan, Management anticipates additional increases in operating expenses and capital expenditures relating to
our operating activities. We intend to finance these expenses with further issuances of securities, and debt issuances. We expect we will need
to raise additional capital to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in
dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock.
Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially
restrict our business operations.

Going Concern

The Company commenced operations on October 4, 2007 and as of March 31 2010, does not have any going concern issues.

Significant Purchases

In December 2009, the Company acquired JD Edwards Financials and Homebuilder applications software. This software is designed to help
Four Star improve margins, facilitate rapid growth, and streamline regulatory compliance associated with a public entity.


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The Company can improve its margins by:


  Providing visibility into costs, leading to lower subcontractor bids and material costs

  Enable more volume purchasing and “take-off” vs. turn-key bids, resulting in lower cost per square foot

  Reduce “revenue leakage” related to subcontractor invoice reconciliation

The Company can facilitate rapid growth by:


  Eliminating manual processes, leading to faster „time to build”

  Scale their existing team to handle more home volume with profitable results

The Company can facilitate better SOX & Regulatory compliance by:


  Automating financial controls, resulting in lower audit risk, litigation risk and potential fraud

  Using an integrated system with consistent quality data, helping to avoid SEC penalties due to inaccurate files

The Company does not plan to acquire any significant equipment in fiscal 2010.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, Management's estimates
are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from those estimates made by Management.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company
has no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates
and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


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Inventories

Inventories are stated at fair value unless the inventory within a community is determined to be impaired, in which case the impaired inventory
is written down to market value. Inventory costs include land, land development and home construction costs, real estate taxes, deposits on land
purchase contracts and interest related to development and construction. Construction overhead and selling expenses are expensed as incurred.
Real estate held-for-sale is classified as inventories until delivered. Land, land development, amenities and other costs are accumulated by
specific area and allocated to homes within the respective areas. The Company reviews its inventory for indicators of impairment by evaluating
each community during each reporting period. The inventory within each community is categorized as real estate held-for-sale or land held for
development based on the development state within respective phases.

Revenue Recognition

Revenues from fixed-price contracts are recognized on the completed contract method. This method is used because the typical contract is
completed in three months or less, and financial position and results of operations do not vary significantly from those that would result from
use of the percentage-of-completion method. A contract is considered complete when title is transferred.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are determined.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with Statement of Accounting Standards No. 128, "Earnings per Share (“SFAS No.
128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the
weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income
(loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There
were no potentially dilutive common shares outstanding during the period.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the
short maturity of these instruments.

Share Based Payments

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion
No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based
on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent
contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase plans.


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 In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the
interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of
share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of
two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are
adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

Effective October 4, 2007, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB
107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if
any, are amortized over the respective vesting periods of the option grant.

Recent Accounting Pronouncements

In June 2006, the FASB issued Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes—an interpretation of FASB
Statement No. 109 , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise‟s financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes . The Interpretation provides a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN No. 48, the
Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from
such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN No. 48 is effective for us beginning July 1, 2007. The Company does not expect FIN No. 48 to have a material
impact on its financial statements.

In June 2006, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus on EITF Issue No. 06-2, “Accounting for Sabbatical
Leave and Other Similar Benefits Pursuant to FASB Statement No. 43.” EITF Issue No. 06-2 requires companies to accrue the costs of
compensated absences under a sabbatical or similar benefit arrangement over the requisite service period. EITF Issue No. 06-2 is effective for
us beginning July 1, 2007. The cumulative effect of the application of this consensus on prior period results should be recognized through a
cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Elective retrospective application is also
permitted. The Company does not expect the application of this consensus to have a material impact on its financial statements.

Staff Accounting Bulletin (“SAB”) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements . SAB No. 108 requires companies to quantify misstatements using both a balance sheet (iron curtain) and an income statement
(rollover) approach to evaluate whether either approach results in an error that is material in light of relevant quantitative and qualitative
factors, and provides for a one-time cumulative effect transition adjustment. SAB No. 108 will not have an impact on the Company‟s financial
statements.


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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does
not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to
classify the source of the information. This statement is effective for us beginning May 1, 2008. The Company currently is assessing the
potential impact that adoption of SFAS No. 157 would have on its financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . SFAS No. 159 gives
us the irrevocable option to carry many financial assets and liabilities at fair values, with changes in fair value recognized in earnings. SFAS
No. 159 is effective for us beginning July 1, 2008, although early adoption is permitted. The Company is currently assessing the potential
impact that adoption of SFAS No. 159 will have on its financial statement.

The FASB has replaced SFAS No. 141 with a new statement on Business Combinations that changes the way that minority interest is recorded
and modified as a parent‟s interest in a subsidiary changes. Currently, this change will have no effect on the Company‟s financial statements.

The Company does not expect the adoption of recent accounting pronouncements to have any material impact on its financial condition or
results of operations.

                           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not subject to risks related to foreign currency exchange rate fluctuations.

Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to
exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.

      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors and executive officers and their respective ages as of January 1, 2010 are as follows:

                Name                              Age                          Principal Positions With Us
                Bobby Smith Jr.                   47           Chairman of the Board, Chief Executive Officer, and Treasurer
                Fran Mize                         63                                President, Director
                Al Rhoney                         58                              Chief Financial Officer


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The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting
companies, if any:

      The success of the Company depends to a significant degree on the efforts of the Company's senior Management, especially its president
and chief executive officer and other officers. The Company's operations may be adversely affected if one or more members of senior
Management cease to be active in the Company. The Company has designed its compensation structure and employee benefit programs to
encourage long-term employment of executive officers.

Management Bio’s

Bobby R. Smith Jr.

CEO Mr. Smith is a second generation developer and builder with approximately 30 years of experience in the construction industry. He is a
licensed builder and general contractor with the State of Alabama. He also owns a small excavating company which enables his to go from
developing and grading the property to building and selling the homes. Over the course of his career he has built and closed on over 800 homes
in over 13 residential developments in addition to numerous commercial buildings.

Mr. Smith is active in the affairs of Alabama and St. Clair County. He has served as President of St. Clair County Home Builders Association
for two years and is currently on the Board of Directors of the St. Clair Educational Foundation. He currently holds a seat on the Board of
Directors of the Greater Birmingham Association of Homebuilders and has partnered with the St. Clair Economic Development Council to
bring business and development to St. Clair County. He is also a Board member of the National Association of Homebuilders in Washington,
D. C. and is an Executive Officer of the State of Alabama Homebuilders Association in Montgomery.

In addition to his community activities, Mr. Smith has received numerous awards and accolades over his career, including being named
“Builder of the Year” for St. Clair County in 2001 and “Business of the Year” by the Springville Chamber of Commerce in 2002. The Greater
Birmingham Association of Homebuilders presented him with the Spring Home Tour “Developer of the Year” award for 2004, 2005, and 2006
as well as “Builder of the Year in the Greater Birmingham Area” in 2008. In 2009 Mr. Smith was elected as Vice President of the Greater
Birmingham Association of Homebuilders and will ascend to the President in 2010.

Fran Mize

President; Ms. Mize is the Qualifying Broker for Four Star Realty, LLC Her early career was spent in the large corporate environment, working
in Bell South‟s Personnel department and as the Plant Manager for a manufacturing plant in Birmingham. She has spent the last 17 years as a
successful realtor and Broker.

Prior to the creation of Four Realty, LLC, Ms. Mize and a team of realtors worked with Mr. Smith on his Peaceful Meadows and MacDonald
Farm developments. When Mr. Smith and a group of investors started to develop several neighborhoods in the Odenville / Margaret area, Ms.
Mize assembled the nucleus of what would become Four Star Realty.

Today, Four Star Realty has over 25 realtors and is ranked third behind D. R. Horton and another local real estate company, which has 16
offices and over 2,000 realtors listing properties in the area. For the entire Birmingham MLS reporting area, Four Star Realty is ranked number
25 out of 325 agencies in combined sales and listing volume. Management is projecting a 20% growth rate despite the current economic
conditions.


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Alvin A. Rhoney, CFO

Mr. Rhoney has 30 years of results oriented, business and financial management experience. He is a former partner with a large international
C.P.A. firm where he was responsible for audits and management advisory services (MAS) for his clients. The depth and breadth of his audit
and MAS experience spans virtually every business entity.

During the past 15 years he has worked as an Interim CFO for a wide variety of businesses, ranging in annual sales volume from $1,000,000 to
$150 million, throughout the United States, most notably, the largest privately held mining manufacturer in the world. He designs and installs
customized systems, procedures, and controls to strengthen internal controls and increase profit.

Mr. Rhoney holds a degree in business administration from Niagara University, New York. He is a New York State Certified Public
Accountant and a Certified Management Consultant.

Term of Office

All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our
officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Significant Employees

There are no significant employees other than our executive officers.

Committees of the Board of Directors

After the closing of this offering, our board of directors intends to establish an audit committee, a compensation committee and a nominating
and corporate governance committee. Our board may establish other committees from time to time to facilitate the Management of our
company.

Audit committee. Our audit committee will oversee a broad range of issues surrounding our accounting and financial reporting processes and
audits of our financial statements, including by (1) assisting our board in monitoring the integrity of our financial statements, our compliance
with legal and regulatory requirements, our independent auditor's qualifications and independence and the performance of our internal audit
function and independent auditors, (2) appointing, compensating, retaining and overseeing the work of any independent registered public
accounting firm engaged for the purpose of performing any audits, reviews or attest services, and (3) preparing the audit committee report that
may be included in our annual proxy statement or annual report on Form 10-K. We will have at least three directors on our audit committee,
each of whom will be independent under the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and
regulations of the SEC.

We expect that the initial members of our audit committee will be Bobby R. Smith, Jr., Al Rhoney and Fran Mize . We expect that Bobby R.
Smith, Jr. will be our audit committee chair. Mr. Rhoney will be our audit committee financial expert as defined by the SEC rules
implementing Section 407 of the Sarbanes-Oxley Act.


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Compensation committee. Our compensation committee will review and recommend our policies relating to compensation and benefits for
our executive officers and other significant employees, including reviewing and approving corporate goals and objectives relevant to
compensation of our Chief Executive Officer and other executive officers, evaluating the performance of our executive officers relative to goals
and objectives, determining compensation for these executive officers based on these evaluations and overseeing the administration of our
incentive compensation plans. The compensation committee will also prepare the compensation committee report that may be included in our
annual proxy statement or annual report on Form 10-K. We will have at least two directors on our compensation committee, each of whom will
be independent under the requirements of the NASDAQ Capital Market. We expect that the initial members of our compensation committee
will be Bobby R. Smith, Jr. Fran Mize and Al Rhoney. We expect that Bobby R. Smith, Jr. will be our compensation committee chair.

Nominating and corporate governance committee. Our nominating and corporate governance committee will (1) identify, review and
recommend nominees for election as directors, (2) advise our board of directors with respect to board composition, procedures and committees,
(3) recommend directors to serve on each committee, (4) oversee the evaluation of our board of directors and our Management, and (5)
develop, review and recommend corporate governance guidelines and policies. We will have at least two directors on our nominating and
corporate governance committee, each of whom will be independent under the requirements of the NASDAQ Capital Market. We expect that
the initial members of our nominating and corporate governance committee will be Fran Mize, Bobby R. Smith Jr. and Al Rhoney. We expect
that Bobby R. Smith, Jr. will be our nominating and corporate governance committee chair.

Compensation Committee Interlocks and Insider Participation

Our board of directors does not have a compensation committee. Since inception, all of our executive compensation decisions have been made
by Bobby R. Smith, Jr. and Fran Mize, as the sole members of our board of directors.

Code of Ethics

After the closing of this offering, our board of directors intends to adopt a code of ethics for our principal executive and senior financial
officers. This code of ethics will apply to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, and persons
performing similar functions. After the effectiveness of the registration statement of which this prospectus forms a part, we intend to post the
full text of this code on our website. We intend to disclose future amendments to provisions of our code of ethics, or waivers of such
provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, as required by law or regulation.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K
during the past five years, including:

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

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


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

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

                                                      EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

Philosophy and objectives

The primary objective of our compensation policies and programs with respect to executive compensation is to serve our shareholders by
attracting, retaining and motivating talented and qualified individuals to manage and lead our business. We will focus on providing a
competitive compensation package that provides significant short and long-term incentives for the achievement of measurable corporate and
individual performance objectives. After to the closing of this offering, we intend to establish a compensation committee and future decisions
regarding executive compensation will be the responsibility of that committee. Since our inception, we have not paid any compensation, with
all compensation decisions being made by Bobby R. Smith Jr., our Chairman, Chief Executive Officer, on an individual basis.

Elements of executive compensation

Base salary. We will seek to provide our senior Management with a level of base salary in the form of cash compensation appropriate to their
roles and responsibilities. Base salaries for our executives will be established based on the executive‟s qualifications, experience, and scope of
responsibilities, future potential and past performance and cash available to pay executive compensation. Base salaries will be reviewed
annually and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance
and experience. We will consider four factors in determining the base salaries of our named executive officers. These four factors are, in order
of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4)
the total compensation each executive officer previously received while employed with us, if any. We have not paid any base salary to our
executive officers since our inception.

Incentive cash bonuses. Our practice will be to seek to award incentive cash bonuses to our executive officers based upon their individual
performance, as well as our overall business and strategic objectives. In determining the amount of cash bonuses paid to our named executive
officers, we will consider the same four factors (and use the same weighting and method of measurement) as in determining their base salaries.
We expect that our compensation committee will adopt formal processes for incentive cash bonuses beginning in 2010 and will utilize
incentive cash bonuses to reward executives for achieving corporate financial and operational goals and for achieving individual performance
objectives. We have not paid any incentive cash bonuses to our executive officers since our inception.


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Long-term equity compensation. We believe that successful long-term performance is achieved through an ownership culture that encourages
long-term performance by our executive officers through the use of stock and stock-based awards. We intend to establish equity incentive plans
to provide our employees, including our named executive officers, with incentives to help align those employees‟ interests with the interests of
our shareholders. We expect that our incentive plans will permit the grant of stock options, restricted shares and other stock awards to our
executive officers, employees, consultants and non-employee board members. When we hire executive officers in the future, we expect to grant
to them stock-based awards that will generally vest over a four or five-year period. We believe that stock-based awards provide an incentive for
these officers to continue their employment with us, provide our executive officers with an opportunity to obtain an ownership interest in our
company and encourage them to focus on our long-term profitable growth. We believe that the use of stock-based awards will promote our
overall executive compensation objectives and expect that equity incentives will continue to be a significant source of compensation for our
executives. In determining amounts awarded to our named executive officers under our incentive plans, we will consider the same four factors
(and use the same method of measurement) as in determining base salary. The third factor (cash available) has an indirect effect when
determining long-term equity compensation. Specifically, to the extent that this factor causes us not to pay base salary or cash bonuses, it points
toward providing long-term equity compensation. We have not issued any equity to our executive officers since our inception.

Other compensation. Our executive officers are eligible to receive the same benefits, including non-cash group life and health benefits, which
are available to all employees. We may offer a 401(k) plan to our employees, including our named executive officers. This plan will permit
employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we
have not offered a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.

Policies related to compensation

Guidelines for equity awards. We have not formalized a policy as to the amount or timing of equity grants to our executive officers. We
expect, however, that the compensation committee will approve and adopt guidelines for equity awards. Among other things, we expect that
the guidelines will specify procedures for equity awards to be made under various circumstances, address the timing of equity awards in
relation to the availability of information about us, and provide procedures for grant information to be communicated to and tracked by our
finance department. As of the date of this prospectus, we have not established a finance department. We anticipate that the guidelines will
require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common
stock on the date of the grant.

Stock ownership guidelines. As of the date of this prospectus, we have not established ownership guidelines for our executive officers or
directors.

Compliance with Sections 162(m) and 409A of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers,
unless such compensation qualifies as performance-based compensation. Among other things, in order to be deemed performance-based
compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established, objective performance
criteria and must be pursuant to a plan that has been approved by our shareholders. At least for the next several years, we expect the cash
compensation paid to our executive officers to be below the threshold for non-deductibility provided in Section 162(m), and our equity
incentive plans will afford our compensation committee with the flexibility to make a variety of types of equity awards to our executive
officers, the deductibility of which will not be limited under Section 162(m). However, as our compensation committee, which we expect to
form after this offering, will fashion our future equity compensation awards, we do not now know whether any such awards will satisfy the
requirements for deductibility under Section 162(m).


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We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code Section 409A, which
addresses the tax treatment of certain nonqualified deferred compensation benefits.

Summary Compensation Table

Our officers have verbally agreed to provide their services to us without compensation until the completion of this offering.

Employment Agreements

Bobby Smith and Fran Mize have entered into employment agreements as officers. After this offering, we intend to have our officers enter into
employment agreements with us providing a compensation package which will fairly compensate them for their services, including base
salary, eligibility for annual bonuses determined by the compensation committee. The employment agreements will also provide that these
officers are eligible to participate in our equity incentive plans and other employee benefit programs. However, there can be no assurance that
we will enter into any such employment agreements.

Our decision to enter into these employment agreements, if any, will be made by our compensation committee. We believe that, following
receipt of the net proceeds of the offering, our substantially improved cash position will enable us to compensate our officers and continue to
expand and develop our business.

Potential Payments Upon Termination or Change in Control

As of the date of this prospectus, there were no potential payments or benefits payable to our named executive officers upon their termination
or in connection with a change in control. See “Employment Agreements” above for a description of the provisions under the employment
agreements we expect to enter into with our named executive officers regarding payments and benefits to them upon termination of their
employment.

Grants of Plan-Based Awards in 2010

We have not granted any plan-based awards to our named executive officers since our inception.



Outstanding Equity Awards at Year-End

We did not have any outstanding equity awards to our named executive officers as of March 31, 2010.

Option Exercises and Stock Vested in 2009

None of our named executive officers exercised any options, nor did any unvested stock granted to our named executive officers vest, during
fiscal year 2009.


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Equity Incentive Plan

After the closing of this offering, we expect to adopt an equity incentive plan. The purposes of the plan are to attract and retain qualified
persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term Company goals
and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our
growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan.

Compensation of Directors

All directors engaged in the future will be issued 25,000 shares of our common stock in consideration of their serving as directors. All
directors are reimbursed for out-of-pocket expenses for business related purposes. We do not have any other arrangements for compensating
our directors at this time. Our director compensation program is determined by our board of directors.

                        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 31, 2010, and as adjusted
to reflect the sale of the shares offered in this offering on the assumption that all shares offered will be sold equating to 2,000,000 shares of
common stock for:

• Each person or group known to us to beneficially own 5% or more of our common stock;

• Each of our directors and director nominees;

• Each of our named executive officers; and

• All of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their
shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each
entity or person listed below maintains an address of 100 Four Star Lane Odenville AL 35120.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not
necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which
the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire
beneficial ownership within 60 days after March 31, 2010 through the exercise of any stock option, warrant or other right. The inclusion in the
following table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner.


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                                                                                      Number of              Percentage Of Shares
                                                                                        Shares                   Outstanding
                                                                                      beneficially
Beneficial Owner                                                                        owned            Pre Offering      Post Offering

Fran Mize                                                                                  8,430,576             37.92 %            29.02 %
Bobby R. Smith Jr.                                                                         9,497,659             42.72 %            31.73 %
Private Resources, LLC                                                                                                               8.25 %
218 Main St Suite 164 Setauket NY 11733

All Directors and Officers as a group                                                      4,305993

Issued Shares Pre-Offering                                                                22,234,228
Post Offering Fully Diluted                                                               39,384,228

                               CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

On February 12, 2010, the Company issued 12,000,000 shares to Fran Mize and Bobby Smith Jr. for the purpose of acquiring properties listed
below;

                                                 Development Sites as of March 31, 2010


            Region              Home Sites       Homes Under          Homes       Commercial            Appraised            Liability
                                Developed        Construction          Sold         Parcels               Value
Ridgefield                         899               12                504             0               $10,770,000          $6,134,945
12 Oaks                            185                4                 11             0                $6,875,000          $1,900,000
Four Star Investment                 -                -                  -             -                $7,461,107          $5,535,014
4 Star Properties                   52                4                 15             2                $5,395,000          $5,188,986
Legacy Springs Apts                  -                -                  -             -               $13,560,000          $1,600,000
4 Star Land Ventures               277               18                 71             0               $21,200,000         $10,821,358
SBE                                  -                -                  -            20               $13,032,400          $3,025,000
Total                             1413               38                601            22               $78,293,507         $34,205,303



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Policies and Procedures for Related Party Transactions

After the closing of this offering, we will adopt a written policy that requires any transaction, arrangement or relationship in which we will be a
participant and the amount involved exceeds $10,000, and in which any of our directors, executive officers or shareholders owning at least 5%
of any class of our voting securities, or any of their immediate family members or any entity in which any of the foregoing persons is employed
or is a general partner or principal had or will have a direct or indirect material interest, to be submitted to our audit committee for review,
consideration and approval. In the event that a proposed transaction with a related person involves an amount that is less than $10,000, the
transaction will be subject to the review and approval of our Chief Executive Officer (or our Chief Financial Officer in the event our Chief
Executive Officer, an immediate family member of the Chief Executive Officer, or an entity in which our Chief Executive Officer or a member
of his immediate family is employed or is a general partner or principal is a party to such transaction). If the transaction is approved by our
Chief Executive Officer or Chief Financial Officer, such officer will report the material terms of the transaction to our audit committee at its
next meeting. The policy will provide for periodic monitoring of pending and ongoing transactions. In approving or rejecting the proposed
transaction, our audit committee will consider the relevant facts and circumstances available to it, including, (1) the impact on a director‟s
independence if the related person is a director or his or her family member or related entity, (2) the material terms of the proposed transaction,
including the proposed aggregate value of the transaction, (3) the benefits to us, (4) the availability of other sources for comparable material or
supplies (if applicable), and (5) an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an
unrelated third party or to our employees generally. Our audit committee will approve only those transactions that the committee determines to
be, in light of known circumstances, in, or not inconsistent with, our best interests and the best interest of our shareholders.

                                                                LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for our Company by Law Offices of Joseph L. Pittera 2214 Torrance
Boulevard Suite 101 Torrance, California 90501 Telephone (310) 328-3588 Facsimile (310) 328-3063.

                                               DISCLOSURE OF SEC POSITION ON
                                       INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Florida Business Corporation Act , our Articles of Incorporation and our Bylaws.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted
by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy
to a court of appropriate jurisdiction. We will then be governed by the court's decision.

                                             WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities offered by this
prospectus. This prospectus does not include all of the information contained in the registration statement or the exhibits and schedules filed
therewith. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this
prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the
exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

We will file annual, quarterly and special reports and other information with the Securities and Exchange Commission. You can read these
SEC filings and reports, including the registration statement, over the Internet at the SEC‟s website at www.sec.gov. You can also obtain
copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549,
on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the
operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial
statements, at no charge upon receipt of your written request to us at Four Star Holdings, Inc., 100 Four Star Lane Odenville AL 35120.



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                                             DEALER PROSPECTUS DELIVERY OBLIGATION

No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained
in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by us or any of the
underwriters. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there
has been no change in our affairs since the date of this prospectus. This prospectus does not constitute any offer to sell, or solicitation of any
offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such an offer or solicitation. Neither the
delivery of this prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the
information herein is correct as of any time subsequent to the date of the prospectus.

Until 180 days from the effective date of this prospectus all dealers that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.




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                                      PART II – INFORMATION NOT REQUIRED IN PROSPECTUS



 ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by Four Star Holdings in connection with registering the sale of the common
stock. Four Star Holdings has agreed to pay all costs and expenses in connection with this offering of common stock. Set for the below is the
estimated expenses of issuance and distribution, assuming the maximum proceeds are raised.

                Legal and Professional Fees                                                                                $    20,000
                Accounting Fees                                                                                            $    15,000
                Blue Sky Qualification Fees                                                                                $     5,000

                Total                                                                                                      $    40,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

None of our directors will have personal liability to us or any of our shareholders for monetary damages for breach of fiduciary duty as a
director involving any act or omission of any such director since provisions have been made in the Articles of Incorporation limiting such
liability. The foregoing provisions will not eliminate or limit the liability of a director (i) for any breach of the director‟s duty of loyalty to us or
our shareholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Florida Business Corporation Act, (iv) the payment of dividends in violation of applicable Sections of the Florida
Business Corporation Act or (v) for any transaction from which the director derived an improper personal benefit.

 Our articles of incorporation and bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability
suffered by them or arising out of their activities as our directors, officers, and employees, if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the
Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. Our articles of incorporation
and bylaws, therefore, limit the liability of directors to the maximum extent permitted by the Florida Business Corporation Act.

Our officers and directors are accountable to us as fiduciaries, which means they are required to exercise good faith and fairness in all dealings
affecting us. In the event that a shareholder believes the officers and/or directors have violated their fiduciary duties to us, the shareholder may,
subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the shareholder‟s rights, including
rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by
management. Shareholders who have suffered losses in connection with the purchase or sale of our securities in connection with such sale or
purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover
such losses from us.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our
company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


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ITEM 15.       RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the
use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid
in connection with the sale of any securities.


On October 4, 2007 (inception), Dragon‟s Lair Holdings issued 975,000 shares of common stock for the purchase of the license to
manufacture, distribute and sell, the Sore-Eez Chinese herbal liniment, its initial product, from Yamit Lemoine. The value of the license was
determined to be the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the
development of the recipe.

On November 4, 2007, Dragon‟s Lair Holdings, Inc. issued 5,000,000 shares of common stock to an investor for cash in the amount of
$11,100.

On December 31, 2007, Dragon‟s Lair Holdings, Inc. issued 63,278 shares of common stock to an investor for cash in the amount of $633.

On March 27, 2008, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to directors for services rendered at a value of
$4,008.

On December 11, 2008, Dragon‟s Lair Holdings, Inc. completed its public offering pursuant to its Form S-1 Registration Statement of 6,780
shares of Series A Convertible Preferred Stock, which were converted into 1,762,800 shares of common stock and provided aggregate offering
proceeds in the amount of $67,800.

On April 1, 2009, Dragon‟s Lair Holdings, Inc. issued 100,000 shares of common stock to its transfer agent for services rendered at a value of
$3,846.

On December 14, 2009, Bobby Smith Jr. and Frances T. Mize purchased 74.1% of the issued and outstanding stock of Dragon‟s Lair holdings,
Inc. exchanging beneficial ownership to these persons.

On February 10, 2010, the Company issued 2,075,000 restricted shares for consultant services.

On February 10, 2010, the Company issued an aggregate of 12,000,000 shares of common stock of the Company, of which six (6) million were
issued to each of Frances Mize and Bobby R. Smith, Jr. to cover extraordinary expenses incurred and paid on behalf of the Company and for
future and probable acquisitions.

On February 10, 2010, the Company executed an agreement to issue an aggregate of 200,000 shares of common stock to Joseph L. Pittera,
attorney for the Company, for services rendered.

On March 15, 2010, the Company issued 158,150 restricted shares for IT consulting services.

These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.


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 ITEM 16.       EXHIBITS.

The following exhibits are included with this registration statement:

   Exhibit No.        Description

        3 .1          Articles of Incorporation, as currently in effect
        3 .2          Bylaws, as currently in effect
        4 .1          Specimen common stock certificate
        5 .1          Opinion of Law Offices of Joseph Pittera. P.A.
       10 .1          Acquisition of Ridgefield Development Corp.
       10.2           quisition of Four Star Realty LLC
       21 .1          List of Subsidiaries
       23 .1          Consent of Independent Auditor, Lake & Associates, CPAs LLC
       23.2           Consent of Independent Auditor, Labrozzi & Co., PA
       23 .3          Consent of Law Offices of Joseph Pittera. (included in Exhibit 5.1)




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ITEM 17. UNDERTAKINGS.

Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future.
The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis
and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time
the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the
registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, Four Star Holdings includes the following
undertakings in this Registration Statement:

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table
in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

(1) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(2) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.



                                                                  SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the
City of Odenville, State of Alabama on July 8, 2010.


                                                              Four Star Holdings, Inc.
                                                                    (Registrant)

                                                                                  By: /s/ Bobby R. Smith, Jr.
                                                                                           Bobby R. Smith, Jr.
                                                                                         Chief Executive Officer, Treasurer and Director
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the
capacities and on the dates stated:



                          Signature                                        Title                                  Date


/s/ Bobby R. Smith, Jr.                                   Chief Executive Officer, and Treasurer               July 8, 2010
Bobby R. Smith, Jr.

/s/Fran Mize                                                      President and Director                       July 8, 2010
Fran Mize




                                                                 - 96 -
                                                                                                                                      Exhibit 3.1

                                                     ARTICLES OF INCORPORATION

                                                                       OF

                                                            Four Star Holdings, Inc



                                                                  ARTICLE 1
                                                                    NAME

The name of the Corporation is FOUR STAR HOLDINGS , INC.

                                                                  ARTICLE 2
                                                                  PURPOSE

The purpose or purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the
Florida Business Corporation Act.

                                                                ARTICLE 3
                                                              CAPITAL STOCK

Section 1. The Corporation shall be authorized to issue 115,000,000 shares of capital stock, of which 100,000,000 shares shall be common
stock, no par value per share (“Common Stock”), and 15,000,000 shares shall be preferred stock, par value $.001 per share (“Preferred Stock”).

Section 2. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of
Directors”) is hereby authorized to provide for the issuance of shares of Preferred Stock in series and to establish from time to time the number
of shares to be included in each such series, and to fix the designation, powers, privileges, preferences and rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall
include, but not be limited to,
determination of the following:

       (a)       the designation of the series, which may be by distinguishing number, letter or title;

        (b)      the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in
the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

       (c)        whether dividends, if any, shall be cumulative or noncumulative, and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be
cumulative;

       (d)       the rate of any dividends (or method of determining such dividends) payable to the holders of the shares of such series, any
conditions upon which such dividends shall be paid and the date or dates or the method for determining the date or dates upon which such
dividends shall be payable;

       (e)       the price or prices (or method of determining such price or prices) at which, the form of payment of such price or prices
(which may be cash, property or rights, including securities of the same or another corporation or other entity) for which, the period or periods
within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the
Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events, if any;



                                                                       -1-
       (f)        the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise
and the price or prices at which, the form of payment of such price or prices (which may be cash, property or rights, including securities of the
same or another corporation or other entity) for which, the period or periods within which and the terms and conditions upon which the shares
of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

       (g)       the amount payable out of the assets of the Corporation to the holders of shares of the series in the event of any voluntary or
involuntary liquidation, dissolution, reorganization or winding up of the affairs of the Corporation;

        (h)        provisions, if any, for the conversion or exchange of the shares of such series, at any time or times at the option of the holder
or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares of any other class or
classes or any other series of the same or any other class or classes of stock, or any other security, of the Corporation, or any other corporation
or other entity, and the price or prices or rate or rates of conversion or exchange and any adjustments applicable thereto, and all other terms and
conditions upon which such conversion or exchange may be made;

       (i)       restrictions on the issuance of shares of the same series or of any other class or series, if any; and

       (j)       the voting rights, if any, of the holders of shares of the series.

Section 3. Series A Convertible Preferred Stock . Series A Convertible Preferred Stock is hereby created out of the authorized but unissued
shares of the authorized Preferred Stock of the Corporation, such series to be designated Series A Convertible Preferred Stock and having the
voting, dividend, conversion, priorities, preferences and relative and other rights and qualifications, limitations and restrictions set
forth as follows:

        (a)        Designation and Amount . 500,000 shares of the Corporation‟s authorized but undesignated preferred stock shall be
designated as Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”). The Series A Convertible Preferred Stock
shall have a stated value of $10.00 per share (the “Original Series A Convertible Issue Price”).

        (b)         Rank . The Series A Convertible Preferred Stock shall rank: (i) junior to any other class or series of capital stock of the
Corporation hereafter created specifically ranking by its terms senior to the Series A Convertible Preferred Stock (collectively, the "Senior
Securities"); (ii) prior to all of the Corporation's Common Stock (“Common Stock”); (iii) prior to any class or series of capital stock of the
Corporation hereafter created specifically ranking by its terms junior to any Series A Convertible Preferred Stock (collectively, with the
Common Stock, “Junior Securities”); and (iv) on parity with any class or series of capital stock of the Corporation hereafter created specifically
ranking by its terms on parity with the Series A Convertible Preferred Stock (“Parity Securities”) in each case as to distributions of assets upon
liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary (all such distributions being referred to collectively as
“Distributions”).

        (c)        Dividends . In the event any dividend or other distribution payable in cash or other property (other than shares of Common
Stock of the Corporation) is declared on the Common Stock, each Holder of shares of Series A Convertible Preferred Stock on the record date
for such dividend or distribution shall be entitled to receive per share on the date of payment or distribution of such dividend or other
distribution the amount of cash or property equal to the cash or property which would be received by the Holders of the number of shares of
Common Stock into which such share of Series A Convertible Preferred Stock would be converted pursuant to subsection 3(e) hereof
immediately prior to such record date.



                                                                          -2-
       (d)   Liquidation Preference .

             (i)   In the event of any liquidation, dissolution or winding up of the Corporation (“Liquidation Event”), either voluntary or
involuntary, the Holders of shares of Series A Convertible Preferred Stock shall be entitled to receive, immediately after any distributions to
Senior Securities required by the Corporation‟s Articles of Incorporation or any Articles of designation, and prior in preference to any
distribution to Junior Securities but in parity with any distribution to Parity Securities, an amount per share equal to the sum of (i) $10.00 and
(ii) all accrued and unpaid dividends thereon and no more. If upon the occurrence of such event, and after payment in full of the preferential
amounts with respect to the Senior Securities, the assets and funds available to be distributed among the Holders of the Series A Convertible
Preferred Stock and Parity Securities shall be insufficient to permit the payment to such Holders of the full preferential amounts due to the
Holders of the Series A Convertible Preferred Stock and the Parity Securities, respectively, then the entire assets and funds of the Corporation
legally available for distribution shall be distributed among the Holders of the Series A Convertible Preferred Stock and the Parity Securities,
pro rata, based on the respective liquidation amounts to which the Holders of each such series are entitled by the Corporation's Articles of
Incorporation and any certificate(s) of designation relating thereto.

            (ii) Upon the completion of the distribution required by subsection 3(d)(i), if assets remain in this Corporation, they shall be
distributed to holders of Junior Securities.

      (e) Conversion . The record Holders of the Series A Convertible Preferred Stock shall have conversion rights as follows (the
“Conversion Rights”):

           (i)     Holders Right to Convert . Each record Holder of Series A Convertible Preferred Stock shall be entitled to convert (in
multiples of one preferred
share) any or all of the shares of Series A Convertible Preferred Stock held by such Holder at any time into two hundred sixty (260) fully paid
and non-assessable share of Common Stock of the Corporation (the “Conversion Price”) subject to adjustment as set forth below.

            (ii)    Mechanics of Conversion . Before any holder of Series A Convertible Preferred Stock shall be entitled to convert the same
into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the
Common Stock, and shall give written notice to the Corporation (the “Notice of Conversion”) at such office that he elects to convert the same
and shall state therein the number of shares of Series A Convertible Preferred Stock being converted. Thereupon the Corporation shall
promptly issue and deliver at such office to such holder of Series A Convertible Preferred Stock a certificate or certificates for the number of
shares of Common Stock to which he shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on such date.

            (iii)  Lost or Stolen Certificates . Upon receipt by the Corporation of evidence of the loss, theft, destruction or mutilation of any
Series A Convertible Preferred Stock Certificates, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory
to the Corporation and its Transfer Agent, and upon surrender and cancellation of the Series A Convertible Preferred Stock Certificate(s), if
mutilated, the Corporation shall execute and deliver new Series A Convertible Preferred Stock Certificate(s) of like tenor and date. However,
Corporation shall not be obligated to re-issue such lost or stolen Series A Convertible Preferred Stock Certificates if Holder contemporaneously
requests Corporation to convert such Series A Convertible Preferred Stock into Common Stock.



                                                                        -3-
            (iv)     No Fractional Shares . If any conversion of the Series A Convertible Preferred Stock would create a fractional share of
Common Stock to a holder or a right to acquire a fractional share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon conversion, shall be the next higher number of shares, or the Corporation may at its option pay cash
equal to fair value of the fractional share based on the fair market value of one share of the Corporation‟s Common Stock on the date of
conversion, as determined in good faith by the Board of Directors.

            (v)      Reservation of Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred
Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding
Series A Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of Series A Convertible Preferred Stock, the Corporation will immediately take such
corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purpose.

           (vi)     Adjustment to Conversion Price .

                  (A)      Adjustment Due to Stock Split, Stock Dividend, Etc. If, prior to the conversion of all of the Series A Convertible
Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the
Conversion Price and number of shares of Common Stock issuable on conversion shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Price
shall be proportionately increased.

                   (B)       Adjustment Due to Merger, Consolidation, Etc. If, prior to the conversion of all Series A Convertible Preferred
Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock of the Corporation shall be changed into the same or a different number of shares of the same or another class or
classes of stock or securities of the Corporation or another entity (each a “Business Combination Event”), then the Holders of Series A
Convertible Preferred Stock shall thereafter have the right to receive upon conversion of Series A Convertible Preferred Stock, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon
conversion, such stock, securities and/or other assets which the Holder would have been entitled to receive in such transaction had the Series A
Convertible Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made
with respect to the rights and interests of the Holders of the Series A Convertible Preferred Stock to the end that the provisions hereof
(including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of
the Series A Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter
deliverable upon the exercise hereof.

                  (C)       No Fractional Shares . If any adjustment under this subsection 3(e)(vi) would require the issuance of a fractional
share of Common Stock to a holder, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon
conversion shall be the next higher full number of shares.

       (f)     Voting Rights . To the extent that under Florida Law the vote of the Holders of the Series A Convertible Preferred Stock, voting
separately as a class, is required to authorize a given action of the Corporation, the affirmative vote or consent of the Holders of at least a
majority of the shares of the Series A Convertible Preferred Stock represented at a duly held meeting at which a quorum is present or by written
consent of a majority of the shares of Series A Convertible Preferred Stock (except as otherwise may be required under Florida Law) shall
constitute the approval of such action by the class. The Holders of the Series A Convertible Preferred Stock are entitled to vote on all matters
with the holders of the Corporation's Common Stock, voting together as one


                                                                       -4-
class. Each share of Series A Convertible Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common
Stock into which it is then convertible using the record date for the taking of such vote of stockholders as the date as of which the Conversion
Rate is calculated. Holders of the Series A Convertible Preferred Stock shall be entitled to notice of all shareholder meetings or written
consents with respect to which they would be entitled to vote, which notice would be provided pursuant to the Corporation‟s by-laws and
applicable statutes.

       (g)        Status of Converted Stock . Any shares of Series A Convertible Preferred Stock which have not been issued within two years
following the filing of these Articles or which have been redeemed or converted shall return to the status of authorized but unissued Preferred
Stock of no designated series.

                                                           ARTICLE 4
                                               RIGHT TO AMEND OR REPEAL ARTICLES

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation or any
amendment hereto, in the manner now or hereafter prescribed by statute, and all rights and powers herein conferred on shareholders are granted
subject to this reserved power.

                                                         ARTICLE 5
                                         INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                                             OTHER AUTHORIZED REPRESENTATIVES

Section 1. Indemnification . The Corporation shall indemnify its officers, directors, employees and agents against liabilities, damages,
settlements and expenses (including attorneys‟ fees) incurred in connection with the Corporation's affairs, and shall advance such expenses to
any such officers, directors, employees and agents, to the fullest extent permitted by law. The right to indemnification and the payment of
expenses shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles
of Incorporation, Bylaw, agreement, vote of shareholders or disinterested Directors or otherwise.

Section 2. Effect of Modification . Any repeal or modification of any provision of this Article 5 by the shareholders of the Corporation shall
not adversely affect any right to protection of a director, officer, employee or agent of the Corporation existing at the time of such repeal or
modification.

Section 3. Liability Insurance . The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent to another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify
him against liability under the provision of this Article 5.

Section 4. No Rights of Subrogation . Indemnification hereunder and under the Bylaws shall be a personal right and the Corporation shall
have no liability under this Article 5 to any insurer or any person, corporation, partnership, association, trust or other entity (other than the
heirs, executors or administrators of such person) by reason of subrogation, assignment or succession by any other means to the claim of any
person to indemnification hereunder or under the Corporation‟s Bylaws.



                                                                       -5-
                                                                 ARTICLE 6
                                                               SEVERABILITY

In the event any provision (including any provision within a single article, section, paragraph or sentence) of these Articles should be
determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the remaining provisions and parts
hereof shall not be in any way impaired and shall remain in full force and effect and enforceable to the fullest extent permitted by law.


                                                        ARTICLE 7
                                 PRINCIPAL OFFICE, REGISTERED OFFICE, REGISTERED AGENT

The address of the principal office of this Corporation is: 785 N.E. 83 rd Terrace, Miami, Florida 33138. The address of the initial registered
office of this Corporation is 854 NE 78 th Street, Boca Raton, Florida 33487, and the name of the initial registered agent of this Corporation at
that address is Michael H. Hoffman, Esq. The undersigned is familiar with and accepts the duties and obligations as registered agent for this
Corporation.

                                                                 ARTICLE 8
                                                              INCORPORATOR

       The name and address of the person signing these Articles is Michael H. Hoffman, 854 NE 78      th   Street, Boca Raton, Florida 33487.

                                                                  ARTICLE 9
                                                                  ELECTIONS

The Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to
time, related to affiliated transactions. The corporation expressly elects not to be governed by Section 607.0902 of the Florida Business
Corporation Act, as amended from time to time, related to control share acquisitions.



         IN WITNESS THEREOF , the undersigned subscriber has executed these Articles of Incorporation on this 4            th   day of October, 2007.




                                                                        By: /s/ Bobby Smith
                                                                            Bobby Smith Jr.
                                                                            Chairman




                                                                       -6-
                                                                                                                                           Exhibit 3.2

                                                                  BYLAWS
                                                                    OF
                                                         FOUR STAR HOLDINGS, INC.
                                                         (A FLORIDA CORPORATION)

                                                                 ARTICLE I
                                                             SHARE CERTIFICATES

          1.1         Issue of Certificates . The shares of Four Star Holdings, Inc., a Florida corporation (the “Corporation”), shall be
represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of
any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every
holder of stock represented by certificates (and upon request every holder of uncertificated shares) shall be entitled to have a certificate signed
by or in the name of the Corporation by the Chairman of the Board, or the Chief Executive Officer, President or Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered
in certificate form.

          1.2         Legends for Preferences and Restrictions on Transfer . The designations, relative rights, preferences and limitations
applicable to each class of shares and the variations in rights, preferences and limitations determined for each series within a class (and the
authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of
this information on request and without charge. Every certificate representing shares that are restricted as to the sale, disposition, or transfer of
such shares shall also indicate that such shares are restricted as to transfer, and there shall be set forth or fairly summarized upon the certificate,
or the certificate shall indicate that the Corporation will furnish to any shareholder upon request and without charge, a full statement of such
restrictions. If the Corporation issues any shares that are not registered under the Securities Act of 1933, as amended, or not registered or
qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the
following legend:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE
LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
(SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS
NOT REQUIRED.”

          1.3         Facsimile Signatures . Any and all signatures on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

          1.4         Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or
destroyed.



                                                                         -1-
         1.5.         Transfer of Shares . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

          1.6.        Registered Shareholders . The Corporation shall be entitled to recognize the exclusive rights of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Florida.

                                                            ARTICLE II
                                                     MEETINGS OF SHAREHOLDERS

          2.1         Annual Meeting . The annual meeting of the shareholders of the Corporation shall be held sixty (60) days after the receipt
of the financial statements of the preceding fiscal year at a place designated by the Board of Directors of the Corporation. The annual meeting
of the shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders.
Business transacted at the annual meeting shall include the election of directors of the Corporation.

        2.2         Special Meetings . Special meetings of the shareholders shall be held when directed by the Chairman of the Board, Chief
Executive Officer, President or the Board of Directors. The call for the meeting shall be issued by the secretary, unless the Chairman of the
Board, Chief Executive Officer, President or the Board of Directors shall designate another person to do so.

         2.3        Place . Both annual and special meetings of shareholders may be held within or without the State of Florida.

         2.4         Notice . Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either
personally or by first class mail, by or at the direction of the president, the secretary or the officer or the person calling the meeting to each
shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon
prepaid.

          2.5         Notice of Adjourned Meeting . When a meeting is adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting to which the adjournment
is taken, and at the adjournment meeting, any business may be transacted that might have been transacted on the original date of the
meeting. If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such
meeting.

         2.6        Closing of Transfer Books and Fixing Record Date . For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or in order to make a
determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.


                                                                       -2-
In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of
shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.

Once a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

       2.7        Shareholder Quorum and Voting . The majority of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a
majority of the shares of such class or series shall constitute a quorum for the transaction of such items of business by that class or series.

If a quorum is present, an affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at the shareholders' meetings, the subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.

       2.8         Conduct of Meeting . The meeting of the shareholders shall be presided over by one of the following officers in the order of
seniority and if present and acting, the chairman of the board, if any; the president; a vice president; or, if none of the foregoing is in office,
present and acting, by a chairman to be chosen by the shareholders. The secretary of the Corporation, or in his absence, an assistant secretary,
shall act as secretary of every meeting, but if neither the secretary nor an assistant secretary is present, the chairman of the meeting shall
appoint a secretary of the meeting.

       2.9          Voting of Shares . Except as otherwise provided in the Articles of Incorporation, each outstanding share, regardless of class,
shall be entitled to one (1) vote on each matter submitted to a vote at the meeting of shareholders. Treasury shares, shares of stock of this
Corporation owned by another corporation (the majority of the voting stock of which is owned or controlled by this Corporation), and shares of
stock of this Corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any such meeting and shall not be
counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors, every shareholder entitled to vote at election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

Such shareholder shall not have the right to accumulate his votes by giving one candidate as many votes as the number of directors to be
elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such
candidates.


                                                                        -3-
Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws
of the corporate shareholder; or in the absence of any applicable bylaws, by such person as the Board of Directors of the corporate shareholder
may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate
shareholder. In the absence of any such designation, or in the case of conflicting designation by the corporate shareholder, the chairman of the
board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to
vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do be continued in an appropriate order of the court by which such
receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee,
and thereafter, the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption or redeemable shares has been mailed to the holders thereof in a sum sufficient to
redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to
the holders thereof upon surrender of certificates therefore, such shares shall not be entitled to vote on any matter and shall not be deemed to be
outstanding shares.

       2.10        Proxies . Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting
or a shareholder‟s duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. A signed proxy is presumed valid. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of
the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy
unless, before the authority is exercised, written notice of an adjudication of such incompetence or such death is received by the corporate
officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present, then that one may exercise all the powers conferred by the proxy; but if the proxy holders present at the
meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

          2.11         Action by Shareholders Without a Meeting . Any action required by law, these Bylaws or the Articles of Incorporation of
this Corporation, to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any
annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without vote, if a consent in writing
setting forth the action so taken shall be signed by the shareholders of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon as a class, such written consent
shall be required by the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares
entitled to vote thereon.


                                                                       -4-
Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented
in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale
or exchange of assets for which the dissenters‟ rights are provided for by law, the notice shall contain a clear statement of the right of
shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with the
further provisions of law regarding the rights of dissenting shareholders.

                                                                  ARTICLE III
                                                                  DIRECTORS

        3.1         Function . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of the Board of Directors (“Board” or “Board of Directors”).

         3.2        Qualification . Directors need not be residents of this state or shareholders of this Corporation.

         3.3        Compensation . The Board of Directors shall have the authority to fix the compensation of directors.

         3.4        Duties of Directors . A director shall perform his duties as a director, including his duties as a member of any committee of
the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation and with
such care as an ordinarily prudent person in a like position would use under similar circumstances.

        In performing his duties, a director shall be entitled to rely on Information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by:

(a)       One or more officers or employees of the Corporation whom the director reasonable believes to be reliable and competent in the
matter presented;

(b)       Counsel, public accountants or other persons as to matters which the director reasonable believes to be within such person‟s
professional or expert competence; or

(c)      A committee of the Board upon which he does not serve, duly designated in accordance with the provisions of the Articles of
Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonable believes to merit
competence.

A director shall not be considered to be acting in good faith if he has knowledge of the matter in question that would cause such reliance
described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of this
Corporation.

         3.5        Number . This Corporation shall have a minimum of four (4) directors and a maximum of eleven (11) directors. The
number of directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director.

          3.6          Election and Term . Each person named in the Articles of Incorporation or by the Incorporator as a member of the initial
Board of Directors shall hold office until the first annual meeting of shareholders, and until a successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.

At the first annual meeting of the shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been
elected and qualified or until his earlier resignation, removal from office or death.


                                                                       -5-
          3.7        Vacancies . Any vacancies occurring in the Board of Directors, including any vacancy created by reason of an increase in
the number of directors, may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

         3.8       Removal of Directors . At a meeting of the shareholders called expressly for that purpose, any director or the entire Board
of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of
directors.

         3.9        Quorum in Voting . A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

        3.10         Board Committees . The Board of Directors may, by resolution adopted by a majority of the Board, designate and appoint
one or more of the following committees, which shall be comprised of member so the Board of Directors:

(a)         Executive Committee . The Board of Directors may elect from among its members an Executive Committee to whom may be
delegated, from time to time and until further order of the Board of Directors, any or all of the powers of said Board in connection with the
affairs of the Corporation.

(b)       Standing and Other Committees . The Board of Directors may appoint standing or such other committees of directors, officers or
otherwise as deemed desirable including, but not limited to: (1) Nominating Committee; (2) Finance Committee; (3) Audit Committee; (4)
Compensation Committee.

Standing committees shall have the responsibilities and duties as set forth by the Board and shall have their members appointed by the Board of
Directors from within or without its own membership, at any meeting held for that purpose. In every case, standing committees shall be subject
to the general supervision of the Board of Directors to whom each of them shall make a report not less often than annually, containing such
recommendations as its membership deems necessary, appropriate or desirable. Other committees, temporary or continuing, shall act with
respect to such special or general problems as the Board of Directors may, from time to time, determine. Any or all of such other committee or
committees may be terminated at any time by the Board of Directors.

 3.11         Place of Meetings . Regular and special meetings by the Board of Directors may be held within or without the State of Florida.
Meeting shall be held at such place as shall be fixed by the Board.

   3.12        Time, Notice and Call of Meetings . Regular meetings of the Board of Directors shall be held immediately following the annual
shareholders meeting. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by
either personal delivery, facsimile, telegram or cablegram at least two (2) days before the meeting or by notice mailed to the director at least
five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the
place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a director states, at the
beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the
notice of waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and
place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the
time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.


                                                                       -6-
Meetings of the Board of Directors may be called by the chairman of the board, by the president of the Corporation or by any one or more
directors.

Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

         3.13          Action Without a Meeting . Any action required to be taken at a meeting of the directors of the Corporation, or any action
which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors or all the members of the committee, as the case may be, is filed in the minutes of the
proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

                                                                 ARTICLE IV
                                                              INDEMNIFICATION

          4.1         Indemnification . Each person who at any time is, or shall have been, a director, officer, employee or agent of the
Corporation, and is threatened to be or is made a party of any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or was, a director, officer, employee or agent of the Corporation, or
served at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with any such action, suit or proceeding to the full extent allowed under the Florida Statutes and
such expenses shall be advanced as incurred upon receipt of an undertaking to repay such amount if such person is found not to be entitled to
such indemnification pursuant to such Section. The foregoing right of indemnification shall in no way be exclusive of any other rights or
indemnification to which any such director, officer, employee or agent may be entitled under any other bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

                                                                   ARTICLE V
                                                                   OFFICERS

          5.1         Officers . The officers of this Corporation consist of a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may
be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to
elect a president, vice president, secretary or treasurer shall not affect the existence of this corporation.

         5.2        Duties . The officers of the corporation shall have the following duties:

(a)      Chairman of the Board . The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors.
The Chairman of the Board shall also serve as the chairman of any executive committee.

(b)        Chief Executive Officer . Subject to the control of the Board of Directors, the Chief Executive Officer, in conjunction with the
President, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect and shall have such powers and perform such duties as may be prescribed by the Board of Directors. In the
absence of the Chairman of the Board or in the event the Board of Directors shall not have designated a Chairman of the Board, the Chief
Executive Officer shall preside at meetings of the shareholders and the Board of Directors. The Chief Executive Officer shall also serve as the
vice-chairman of any executive committee.


                                                                        -7-
(c)        President . Subject to the control of the Board of Directors, the President, in conjunction with the Chief Executive Officer, shall
have general and active management of the business of the Corporation and shall have such powers and perform such duties as may be
prescribed by the Board of Directors. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event the Board of
Directors shall not have designated a Chairman of the Board and a Chief Executive Officer shall not have been elected, the President shall
preside at meetings of the shareholders and the Board of Directors. The President shall also serve as the vice-chairman of any executive
committee.

(d)        Vice Presidents . The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the President and the Chief Executive Officer, perform the duties and exercise the powers of the President. They
shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board or the Chief Executive
Officer shall prescribe or as the President may from time to time delegate. Executive Vice Presidents shall be senior to Senior Vice Presidents,
and Senior Vice Presidents shall be senior to all other Vice Presidents.

 (e)        Secretary . The Secretary shall attend all meetings of the shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors and shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President.

(f)        Chief Financial Officer . The Chief Financial Officer shall be responsible for maintaining the financial integrity of the Corporation,
shall prepare the financial plans for the Corporation and shall monitor the financial performance of the Corporation and its subsidiaries, as well
as performing such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the
President.

(g)         Treasurer . The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of
the Board and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the President.

(h)        Other Officers; Employees and Agents . Each and every other officer, employee and agent of the Corporation shall possess, and may
exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to such person by the Board of
Directors, the officer so appointing such person or such officer or officers who may from time to time be designated by the Board of Directors
to exercise such supervisory authority.

          5.3       Removal of Officers . Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever, in its judgment, the best interests of the corporation will be served thereby. Any officer or agent elected by the
shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such
officer or agent. Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the Bylaws shall have
expressly reserved such powers to the shareholders. Removal of any officer shall by without prejudice to the contract rights, if any, of the
person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.



                                                                       -8-
         5.4         Compensation of Officers . The officers shall receive such salary or compensation as may be determined by the Board of
Directors.

                                                                 ARTICLE VI
                                                              BOOKS AND RECORDS

        6.1         Books and Records . This Corporation shall keep correct and complete books and records of account and shall keep
minutes of the proceedings of its shareholders, Board of Directors and committees of directors.

This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all the shareholders and the number, or class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable
time.

          6.2          Shareholders‟ Inspection Rights . Any person who shall have been a holder of record of shares or of voting trust certificates
therefore at least six (6) months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust
certificates for, at least five percent (5%) of the outstanding shares of any class or series of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any purposes if relevant,
books and records of account, minutes and records of shareholders and to make extracts therefrom.\

         6.3       Financial Information . Not later than four (4) months after the close of each fiscal year, this Corporation shall prepare a
balance sheet showing in reasonable detail the financial conditions of the Corporation as the close of its fiscal year, and a profit and loss
statement showing the results of the operations of the Corporation during its fiscal year.

Upon written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent such filed balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this State, shall be kept for at least
five (5) years and shall be subject to inspection during the business hours by any shareholder or holder of voting trust certificates, in person or
by agent.

                                                                 ARTICLE VII
                                                             GENERAL PROVISIONS

         7.1         Dividends . The Board of Directors of this Corporation may, from time to time, declare, and the Corporation may pay,
dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would be
contrary to any restrictions contained in the Articles of Incorporation and shall be subject to the provisions of Chapter 607, Florida Statutes.

        7.2        Reserves . The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper
purpose or purposes, and may abolish any such reserve in the same manner.

         7.3        Checks . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time designate.

         7.4        Fiscal Year . The fiscal year of the Corporation shall end on December 31st of each year, unless otherwise fixed by
resolution of the Board of Directors.


                                                                          -9-
         7.5        Seal . The corporate seal shall have inscribed thereon the name and state of incorporation of the Corporation. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

           7.6      Gender . All words used in these Bylaws in the masculine gender shall extend to and shall include the feminine and neuter
genders.

                                                               ARTICLE VIII
                                                               AMENDMENT

         8.1        Amendment . Except as otherwise set forth herein, these Bylaws may be altered, amended or repealed or new Bylaws may
be adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present
at such meeting. No such amendment may terminate the right to indemnification and advancement of expenses provided for herein to any
person covered at any time by such provisions.




                                                                     - 10 -
                                                        Law Offices of Joseph L. Pittera
                                                           2214 Torrance Boulevard
                                                                   Suite 101
                                                          Torrance, California 90501
                                                           Telephone (310) 328-3588
                                                           Facsimile (310) 328-3063
                                                         E-mail: evlam2000@aol.com

June 8, 2010

Bobby Smith, Jr.
Chief Executive Officer
Four Star Holdings, Inc.
100 Four Star Lane
Odenville, Alabama 35120

Re:    Opinion of Counsel for Registration Statement on Form S-1 Under the Securities Act of 1933
       (the “Registration Statement”) of Four Star Holdings, Inc., a Florida corporation.

Dear Mr. Lucas:

 The Law Offices of Joseph L. Pittera , (the “Firm”) has acted as special counsel for Four Star Holdings, Inc., a Florida corporation (the
“Company”) for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of
10,000,000 shares (the “Shares”) of the common stock at the price of $5.00 per share, being offered by the Company.

 In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction,
of the following documents:

      1.   Certificate of Incorporation of the Company, as amended to date;
      2.   Bylaws of the Company, as amended to date;
      3.   The records of corporate proceedings relating to the issuance of the Shares;
      4.   Such other instruments and documents, if any, as we believe to be necessary for the purpose of rendering the following opinion.

 In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to us as
originals, the conformity to the original instruments of all documents, certificates and records submitted to us as copies, and the authenticity
and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, we have relied on the accuracy and
truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as we
have believed necessary and relevant.

 Joseph L. Pittera, the principal of the firm is a licensed attorney in the State of California. We do not express any opinion as to the laws of any
other jurisdiction other than the Corporation Law of the State of Florida, all applicable provisions of the State of Florida Constitution and all
reported judicial decisions interpreting those laws as well as U.S. federal securities law. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any state or any foreign Jurisdiction. This opinion is limited to the laws,
including the rules and regulations there-under, as in effect on the date hereof. Based on the following I am of the following opinion:

      1. Four Star Holdings, Inc. (the "Company" or the "Registrant") is a duly and legally organized and existing Florida Corporation, with its
         office and mailing address located at 100 Four Star Lane, Odenville, Alabama 35120. The Articles of Incorporation and corporate
         registration fees were submitted to the Florida Secretary of State‟s office and filed with the office on October 4, 2007. The
         Company‟s
Page 2
Four Star Holdings, Inc.
Legal Opinion

         existence and form is valid and legal and active pursuant to the representation above and from a review of the corporate filing
         information at the Florida Secretary of State‟s Office.



     2. The Company is a fully and duly incorporated Florida corporate entity. The Company has one class of stock, a class of common
        stock. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable
        characteristics of the Company‟s common shares of stock except that the number of common shares authorized to be issued was
        increased to 100,000,000 by way of amendment. The Common Stock previously issued by the Company is in legal form and in
        compliance with the laws of the State of Florida, and when such stock was issued it was fully paid for and non-assessable. The
        common stock to be registered under this Form S-1 Registration Statement is likewise legal under the laws of the State of Florida.

     3. To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are
        there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in
        the registration statement. We know of no disputes involving the Company and the Company has no claim, actions or inquiries from
        any federal, state or other government agency, other than as set forth in the registration statement. We know of no claims against the
        Company or any reputed claims against it at this time, other than as set forth in the registration statement.


     4. The Company‟s outstanding shares are all common shares. There is no liquidation preference right held by the present Shareholders
        upon voluntary or involuntary liquidation of the Company.

     5. By directors‟ resolution, the Company has authorized the issuance of 10,000,000 shares of common stock for this offering. The
        Company‟s Amended Articles of Incorporation presently set the authorized capital stock of the Company at 100,000,000 shares
        designated as Common Stock, with a $0.0001 par value.


 Based upon the foregoing, we are of the opinion that the shares being offered for sale and issuable by the Company pursuant to this
Registration Statement have been, and will be duly authorized and validly issued, fully paid and non-assessable when issued as contemplated
by the registration statement.

 The Firm does hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the
Registration Statement. In giving this consent, I do not hereby admit that I was acting within the category of persons whose consent is required
under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission there-under.

 Sincerely,



/s/ Joseph L. Pittera, Esq.
 Law Offices of Joseph L. Pittera
 By: Joseph L. Pittera
                                        AGREEMENT AND PLAN OF STOCK EXCHANGE

        This Agreement and Plan of Stock Exchange ("Agreement"), is made and entered into this 31st day of March 2010, by and among
FOUR STAR HOLDINGS, INC., a Florida Corporation ("FOUR STAR HOLDINGS"), and RIDGEFIELD DEVELOPMENT
CORPORATION, an Alabama Corporation ("RIDGEFIELD DEVELOPMENT CORPORATION”). FOUR STAR HOLDINGS, and
RIDGEFIELD DEVELOPMENT CORPORATION are hereinafter sometimes collectively referred to as the "Parties."

                                                                    RECITALS:

 A.    FOUR STAR HOLDINGS desires to acquire all of the issued and outstanding common stock of RIDGEFIELD DEVELOPMENT
CORPORATION, through a Stock Exchange with and into FOUR STAR HOLDINGS (the "Stock Exchange"), with FOUR STAR
HOLDINGS as the surviving corporation of the Stock Exchange.

 B.        It is the intention of the parties hereto that: (i) the Stock Exchange shall qualify as a tax free reorganization under Section 338 of the
Internal Revenue Code of 1986, as amended, and related sections thereunder; and the parties intend this Agreement to qualify as a "plan of
reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a), and (ii) the Stock Exchange shall qualify as a
transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable
securities laws of each state or jurisdiction where the FOUR STAR HOLDINGS Security Holders reside.

C.      The board of directors of each of FOUR STAR HOLDINGS, and RIDGEFIELD DEVELOPMENT CORPORATION and the
FOUR STAR HOLDINGS Security Holders each deem it to be in the best interests of FOUR STAR HOLDINGS and RIDGEFIELD
DEVELOPMENT CORPORATION and their respective shareholders and members to consummate the Stock Exchange, as a result of which
FOUR STAR HOLDINGS shall acquire all of the issued and outstanding common stock of RIDGEFIELD DEVELOPMENT
CORPORATION.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this
  Agreement, the parties hereto agree as follows:

                                                             CERTAIN DEFINITIONS

           As used in this Agreement, the following terms shall have the meanings set forth below:

           "Applicable Law" means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the
  businesses of the Parties, the Stock Exchange and/or the Parties.”

          "Articles of Stock Exchange" shall mean the certificate of Merger of RIDGEFIELD DEVELOPMENT CORPORATION with and
  into FOUR STAR HOLDINGS.”

           "Business Day" shall mean any day, excluding Saturday or Sunday or any other day on which national banks located in Alabama
  and Florida shall be closed for business.”

           "dollar" and "$" means lawful money of the United States of America.”

           "FOUR STAR HOLDINGS Common Stock" shall mean the shares of common stock of FOUR STAR HOLDINGS, no par value
           per share.”

                                                                    Page 1 of 19
            "FOUR STAR HOLDINGS Fully-Diluted Common Stock" means, as at the time in question, the maximum number shares of
FOUR STAR HOLDINGS Common Stock that are issued and outstanding, after giving effect to: (a) the issuance of all of the Stock
Exchange Shares; and (b) the issuance of any other shares of FOUR STAR HOLDINGS Common Stock that are issuable upon conversion of
any FOUR STAR HOLDINGS notes or shares of FOUR STAR HOLDINGS Preferred Stock, or upon the exercise of options, warrants or
other rights to purchase shares of FOUR STAR HOLDINGS capital stock, but only to the extent that such securities are (i) outstanding as at
the Effective Time of the Stock Exchange, or (ii) issued subsequent to the Effective Time of the Stock Exchange.”

          "Effective Time" shall mean the date upon which the Stock Exchange of FOUR STAR HOLDINGS into RIDGEFIELD
DEVELOPMENT CORPORATION shall be consummated pursuant to the filing of the Articles of Merger with the Secretary of State of
Florida.”

           "Exchange Act" means the Securities Exchange Act of 1934, as amended.”

            "GAAP" means generally accepted accounting principles in the United States of America as promulgated by the American
Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment
of any accounting matter.”

           "Knowledge" means the knowledge after reasonable inquiry.”

           "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other
adverse claim of any kind in respect of such property or asset.”

           "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that has or would have
a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a
consolidated whole.”

            "Stock Exchange Shares" shall mean that number of shares of FOUR STAR HOLDINGS Common Stock or Preferred Stock to
be issued to the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders on the Closing Date and at the Effective Time of the Stock
Exchange.”

            "Person" means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or
political subdivision thereof.”

       "RIDGEFIELD DEVELOPMENT CORPORATION Common stock" shall mean the Common stock of RIDGEFIELD
  DEVELOPMENT CORPORATION.”

       "RIDGEFIELD DEVELOPMENT CORPORATION Managing Director" shall mean the Managing Director of RIDGEFIELD
DEVELOPMENT CORPORATION.”


                                                               Page 2 of 19
             "RIDGEFIELD DEVELOPMENT CORPORATION Common stock" means, as at the date in question, all of the issued and
  outstanding Common stock of RIDGEFIELD DEVELOPMENT CORPORATION.”

           "RIDGEFIELD DEVELOPMENT CORPORATION Shareholders" means the collective reference to all of the record holders of
  the RIDGEFIELD DEVELOPMENT CORPORATION Common stock at the Effective Time of the Stock Exchange, including the
  RIDGEFIELD DEVELOPMENT CORPORATION Managing Officers and Directors.”

          "Stock Subscription Agreement" means that certain agreement by and between FOUR STAR HOLDINGS and the RIDGEFIELD
  DEVELOPMENT CORPORATION Shareholders providing for the acquisition by the FOUR STAR HOLDINGS Security Holders of the
  RIDGEFIELD DEVELOPMENT CORPORATION Common stock.”

             "Surviving Entity" shall mean FOUR STAR HOLDINGS as the surviving entity in the Stock Exchange as provided in Section
  1.1.”

             "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means:

                       (i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax,
  franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax,
  property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or
  charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by
  any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

                      (ii) any responsibility for the payment of any amounts of the type described in clause (i) above as a result of being a
  member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

                      (iii) any responsibility for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any
  express or implied obligation to indemnify any other person.”

             "Tax Return" means any return, declaration,· form, claim for refund or information return or statement relating to Taxes,
             including any schedule or attachment thereto, and including any amendment thereof.”

                                                           THE STOCK EXCHANGE

SECTION 1. THE STOCK EXCHANGE: EFFECTIVE TIME .

1.1   The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, RIDGEFIELD
DEVELOPMENT CORPORATION shall effect a business


                                                                   Page 3 of 19
combination with FOUR STAR HOLDINGS, the separate corporate existence of RIDGEFIELD DEVELOPMENT CORPORATION shall
cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with RIDGEFIELD DEVELOPMENT CORPORATION as a fully
owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock
Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later
time as may be agreed to by FOUR STAR HOLDINGS and RIDGEFIELD DEVELOPMENT CORPORATION and specified in the
Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the
Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the
Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.

 (a)   Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all RIDGEFIELD DEVELOPMENT
CORPORATION Common stock shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR
STAR HOLDINGS.

 (b)       Exchange Agent. , Joseph L. Pittera, Esq. shall act as the exchange agent (the "Exchange Agent") for the purpose of exchanging
RIDGEFIELD DEVELOPMENT CORPORATION Common stock for the Stock Exchange Shares. At or within thirty (30) days after the
Effective Date, FOUR STAR HOLDINGS shall deliver to the Exchange Agent certificates evidencing the Stock Exchange Shares. The Stock
Exchange Shares issued at the Effective Time of the Stock Exchange shall be registered in the names of the RIDGEFIELD DEVELOPMENT
CORPORATION Shareholders.

 1.2       Conversion of Securities.

 (a)        Conversion of RIDGEFIELD DEVELOPMENT CORPORATION Common stock . At the Effective Time, by virtue of the Stock
Exchange and without any action on the part of FOUR STAR HOLDINGS, RIDGEFIELD DEVELOPMENT CORPORATION or the holders
of any of their respective securities:

                 (i) Each one of the Common stock of RIDGEFIELD DEVELOPMENT CORPORATION issued and outstanding
immediately prior to the Effective Time shall be converted into a total of 2,000,000 common shares of FOUR STAR HOLDINGS to be
distributed among the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders according to the list attached hereto as Exhibit “A.”

                  (ii) All RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such RIDGEFIELD
DEVELOPMENT CORPORATION Common stock shall cease to have any rights with respect thereto, except the right to receive the Stock
Exchange Shares to be issued pursuant to this Section 1.2(a) (fractional shares may be issued rounded to the hundredth decimal point) upon the
surrender of such certificate in accordance with Section 1.8, without interest.

                  (iii) Each RIDGEFIELD DEVELOPMENT CORPORATION Common Shares that immediately prior to the Effective Time
is held by RIDGEFIELD DEVELOPMENT CORPORATION as a treasury share shall be cancelled and retired without payment of any
consideration therefore and without any conversion thereof into a right to receive the Stock Exchange Shares.

 1.3       Closing.

           The closing of the Stock Exchange (the "Closing") will take place at the offices of Joseph L. Pittera Esq., counsel to RIDGEFIELD
DEVELOPMENT CORPORATION, at their office in Torrance, California, within one (1) Business Day following the satisfaction or waiver
of the conditions precedent set forth in Section 4 or at such other date as FOUR STAR HOLDINGS, and RIDGEFIELD DEVELOPMENT
CORPORATION shall agree (the "Closing Date"), but in no event shall the Closing Date occur later than March 31, 2010.


                                                                 Page 4 of 19
 1.4        Effect Of The Stock Exchange.

         At the Effective Time, all the properties, rights, privileges, powers and franchises of RIDGEFIELD DEVELOPMENT
  CORPORATION shall vest in FOUR STAR HOLDINGS, and all debts, liabilities and duties of RIDGEFIELD DEVELOPMENT
  CORPORATION shall become the debts, liabilities and duties of FOUR STAR HOLDINGS.

 1.5        Certificate Of Incorporation and Bylaws; Directors And Officers . Prior to the Effective Time of the Stock Exchange:

 (a)      The Certificate of Incorporation of FOUR STAR HOLDINGS are made a part hereof shall be the Certificate of Incorporation of
FOUR STAR HOLDINGS following the Stock Exchange. The Bylaws of FOUR STAR HOLDINGS are made a part hereof shall be the
Bylaws of FOUR STAR HOLDINGS following the Stock Exchange.

 (b)      The initial board of directors of RIDGEFIELD DEVELOPMENT CORPORATION subsequent to the Stock Exchange shall consist
of Bobby R. Smith, Jr. and Fran Mize. The officers of FOUR STAR HOLDINGS prior to the Stock Exchange shall be the current officers of
FOUR STAR HOLDINGS.

 1.6        Further Actions .

 (a)   After closing and upon issuance of FOUR STAR HOLDINGS Common Stock to Security Holders RIDGEFIELD
DEVELOPMENT CORPORATION shall transfer its outstanding common stock to FOUR STAR HOLDINGS.

 (b)        If, at any time after the Effective Time, FOUR STAR HOLDINGS considers or is
advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm
(of record or otherwise) in FOUR STAR HOLDINGS its right, title or interest in, to or under any of the rights, properties, or assets of
RIDGEFIELD DEVELOPMENT CORPORATION, or otherwise to carry out the intent and purposes of this Agreement, the officers and
directors of FOUR STAR HOLDINGS will be authorized to execute and deliver, in the name and on behalf of each of RIDGEFIELD
DEVELOPMENT CORPORATION and FOUR STAR HOLDINGS, all such deeds, bills of sale, assignments and assurances and to take and
do, in the name and on behalf of each of RIDGEFIELD DEVELOPMENT CORPORATION and FOUR STAR HOLDINGS, all such other
actions and things as the Board of Directors of FOUR STAR HOLDINGS may determine to be necessary or desirable to vest, perfect or
confirm any and all right, title and interest in, to and under such rights, properties or assets in FOUR STAR HOLDINGS or otherwise to carry
out the intent and purposes of this Agreement.

 1.7        Restrictions On Resale

 ( a)         The Stock Exchange Shares . The Stock Exchange Shares will not be registered under the Securities Act, or the securities laws of
any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such
securities is declared effective under the Securities Act, or (ii) FOUR STAR HOLDINGS receives an opinion of counsel for the stockholder,
reasonably satisfactory to counsel for FOUR STAR HOLDINGS, that an exemption from the registration requirements of the Securities Act is
available.

                                                                   Page 5 of 19
          The certificates representing the Stock Exchange Shares to be issued on the Effective Date pursuant to this Agreement shall contain a
legend substantially as follows:

           "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
           HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT
           THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT."

 1.8       Exchange of Certificates .

 (a)      After the Effective Time and pursuant to a customary letter of transmittal or other

instructional form provided by the Exchange Agent to the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders, the RIDGEFIELD
DEVELOPMENT CORPORATION Shareholders shall be required to surrender all their RIDGEFIELD DEVELOPMENT CORPORATION
Common stock to the Exchange Agent, and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be entitled upon such
surrender to receive in exchange therefor certificates representing the number of Stock Exchange Shares into which the RIDGEFIELD
DEVELOPMENT CORPORATION Common stock theretofore represented by the stock transfer forms so surrendered shall have been
exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate, which, prior to the Effective Time, represented
RIDGEFIELD DEVELOPMENT CORPORATION Common stock, shall be deemed for all corporate purpose, subject to the further provisions
of this Article I, to evidence the ownership of the number of whole Stock Exchange Shares for which such RIDGEFIELD DEVELOPMENT
CORPORATION Common stock have been so exchanged. No dividend payable to holders of Stock Exchange Shares of record as of any Date
subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented RIDGEFIELD
DEVELOPMENT CORPORATION Common stock, until such certificate or certificates representing all the relevant RIDGEFIELD
DEVELOPMENT CORPORATION Common stock, together with a stock transfer form, are surrendered as provided in this Article I or
pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

 (b)     All Stock Exchange Shares for which the RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall have been
exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the RIDGEFIELD
DEVELOPMENT CORPORATION Common stock.

 (c)       On the Effective Date, the stock transfer book of RIDGEFIELD DEVELOPMENT CORPORATION shall be deemed to be closed
and no transfer of RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall thereafter be recorded thereon.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF RIDGEFIELD DEVELOPMENT CORPORATION

           RIDGEFIELD DEVELOPMENT CORPORATION hereby represents and warrants as follows:

                                                                 Page 6 of 19
2.1    Organization and Good Standing: Ownership of Shares. RIDGEFIELD DEVELOPMENT CORPORATION is a corporation duly
organized and validly existing under the laws of the State of Alabama. There are no outstanding subscriptions, rights, options, warrants or other
agreements obligating RIDGEFIELD DEVELOPMENT CORPORATION to issue, sell or transfer any Common stock of RIDGEFIELD
DEVELOPMENT CORPORATION other than those represented in Schedule A.

2.2    Corporate Authority. RIDGEFIELD DEVELOPMENT CORPORATION has the corporate power to enter into this Agreement and to
perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transaction
contemplated hereby have been duly authorized by the Board of Directors of RIDGEFIELD DEVELOPMENT CORPORATION. The
execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other
instrument or document to which RIDGEFIELD DEVELOPMENT CORPORATION is a party and will not violate any judgment, decree,
order, writ, rule, statute, or regulation applicable to RIDGEFIELD DEVELOPMENT CORPORATION or its properties. The execution and
performance of this Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or bylaws of
RIDGEFIELD DEVELOPMENT CORPORATION.

2.3     Ownership of Shares. The RIDGEFIELD DEVELOPMENT CORPORATION Shareholders are the owners of record and beneficially
of all of the issued and outstanding Common stock of RIDGEFIELD DEVELOPMENT CORPORATION Common stock, which
RIDGEFIELD DEVELOPMENT CORPORATION Common stock, to the best of RIDGEFIELD DEVELOPMENT CORPORATION's
knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise
transferred except pursuant to this Agreement.

2.4      Financial Statements, Books and Records. Will consist of the audited financial Statements (balance sheet, income Statement, notes)
of RIDGEFIELD DEVELOPMENT CORPORATION as of December 31, 2009 (the "Financial Statements"). The Financial Statements fairly
represent the financial position of RIDGEFIELD DEVELOPMENT CORPORATION as at such Dates and the results of their operations for
the periods then ended. The books of account and other financial records of RIDGEFIELD DEVELOPMENT CORPORATION are in all
respects complete and correct in all material respects and are maintained in accordance with good business and accountings practices, and are
capable of being audited.

 2.5   Access to Records. The corporate financial records, minute books and other documents and records of RIDGEFIELD
DEVELOPMENT CORPORATION have been made available to FOUR STAR HOLDINGS prior to the Closing hereof.

 2.6        No Material Adverse Changes. Between the execution and Closing of this Agreement, there shall not have been:

 (a)       any material adverse change in the financial position of RIDGEFIELD DEVELOPMENT CORPORATION except changes arising
in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of RIDGEFIELD
DEVELOPMENT CORPORATION;


                                                                  Page 7 of 19
                   (b)       any damage, destruction or loss materially affecting the assets, prospective business, operations or condition
(financial or otherwise) of RIDGEFIELD DEVELOPMENT CORPORATION whether or not covered by insurance;

                 (c)   any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or
repurchase of RIDGEFIELD DEVELOPMENT CORPORATION capital stock;

           (d)   any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by RIDGEFIELD
DEVELOPMENT CORPORATION of any properties or assets, other than as set forth in Sections 2.13 or 2.14 below; or

                  (e)       adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

2.7      Taxes. RIDGEFIELD DEVELOPMENT CORPORATION as of the Closing Date, has filed all material tax, governmental and/or
related forms and reports (or extensions thereof) due or required to be filed and has (or will have) paid or made adequate provisions for all
taxes or assessments which had become due as of the Closing Date and there are no deficiency notices outstanding.

2.8    Compliance with Laws. RIDGEFIELD DEVELOPMENT CORPORATION has complied with all federal, State, county and local laws,
ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied
with, would materially and adversely affect the business of RIDGEFIELD DEVELOPMENT CORPORATION.

 2.9    No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby will not:

                  (a) violate any provision of the Articles of Incorporation or Bylaws of RIDGEFIELD DEVELOPMENT CORPORATION;

                  (b) violate, conflict with or result in the breach of any of the Terms of, result in a material modification of, otherwise give any
other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or
other agreement to which RIDGEFIELD DEVELOPMENT CORPORATION is a party or by or to which it or any of its assets or properties
may be bound or subject;

                  (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body
against, or binding upon, RIDGEFIELD DEVELOPMENT CORPORATION or upon the properties or business of RIDGEFIELD
DEVELOPMENT CORPORATION; or

                 (d)       violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which
could have a materially adverse effect on the business or operations of RIDGEFIELD DEVELOPMENT CORPORATION.

                                                                    Page 8 of 19
2.10    Actions and Proceedings. RIDGEFIELD DEVELOPMENT CORPORATION is not a party to any material pending litigation or, to its
knowledge, any governmental investigation or proceeding not reflected in the RIDGEFIELD DEVELOPMENT CORPORATION Financial
Statements, and to its best knowledge, no material litigation, claims, assessments or non-governmental proceedings are threatened against
RIDGEFIELD DEVELOPMENT CORPORATION.

2.11     Agreements. There are no material contract or arrangement to which RIDGEFIELD DEVELOPMENT CORPORATION is a party or
by or to which it or its assets, properties or business are bound or subject, whether written or oral.

2.12      Brokers or Finders. No broker's or finder's fee will be payable by RIDGEFIELD DEVELOPMENT CORPORATION in connection
with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by RIDGEFIELD
DEVELOPMENT CORPORATION or any of its Shareholders.

2.13     Real Estate. RIDGEFIELD DEVELOPMENT CORPORATION owns no real property.

2.14     Tangible Assets. RIDGEFIELD DEVELOPMENT CORPORATION has full title and interest in all machinery, equipment, furniture,
leasehold improvements, fixtures, projects, owned or leased by RIDGEFIELD DEVELOPMENT CORPORATION, any related capitalized
items or other tangible property material to the business of RIDGEFIELD DEVELOPMENT CORPORATION (the "Tangible Assets").
RIDGEFIELD DEVELOPMENT CORPORATION holds all rights, title and interest in all the Tangible Assets owned by it on the Balance
Sheet or acquired by it after the Date on the Balance Sheet free and clear of all liens, pledges, mortgages, security interests, conditional sales
contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary
course of business of RIDGEFIELD DEVELOPMENT CORPORATION and conform to all applicable laws, ordinances and government
orders, rules and regulations relating to their construction and operation.

2.15      Liabilities. RIDGEFIELD DEVELOPMENT CORPORATION did not have any direct or indirect indebtedness, liability, claim, loss,
damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured,
accrued or absolute contingent or otherwise, including, without limitation, any liability on account of taxes, any governmental charge or
lawsuit (all of the foregoing collectively defined to as "Liabilities"), which are not fully, fairly and adequately reflected on the Financial
Statement except for specific Liabilities set forth in the Unaudited Financial Statements and as declared in Schedule A. As of the Date of
Closing, RIDGEFIELD DEVELOPMENT CORPORATION will not have any further Liabilities, other than Liabilities fully and adequately
reflected on the Financial Statements and as per Schedule A except for Liabilities incurred in the ordinary course of business. There is no
circumstance, condition, event or arrangement which may hereafter give rise to any Liabilities not in the ordinary course of business.

2.16  Operations of RIDGEFIELD DEVELOPMENT CORPORATION. Between the execution and Closing of this Agreement,
RIDGEFIELD DEVELOPMENT CORPORATION shall not have:


                                                                  Page 9 of 19
           (a)       incurred any indebtedness or borrowed money;

            (b)      declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or
indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

          (c)       made any loan or advance to any shareholder, officer, director, employee, consultant, agent Of other representative or
made any other loan or advance otherwise than in the ordinary course of business;

          ( d)       except in the ordinary course of business, incurred or assumed an indebtedness or liability (whether or not currently due
and payable);

           (e)       disposed of any assets of RIDGEFIELD DEVELOPMENT CORPORATION except in the ordinary course of business;

       (f)           materially increased the annual level of compensation of any executive employee of RIDGEFIELD DEVELOPMENT
CORPORATION;

       (g)   increased, terminated, amended or otherwise modified any plan for the benefit of employees of RIDGEFIELD
DEVELOPMENT CORPORATION;

           (h)       issued any common stock or rights to acquire such equity securities; or

           (i)      except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

2.17       Capitalization. The authorized capital stock of RIDGEFIELD DEVELOPMENT CORPORATION consists of 1,230 common shares
of RIDGEFIELD DEVELOPMENT CORPORATION of which (a) 1,230 Common shares of RIDGEFIELD DEVELOPMENT
CORPORATION have been issued to Frances Mize (455 Common Shares), and Bobby R. Smith, Jr. (775 Common Shares). RIDGEFIELD
DEVELOPMENT CORPORATION has not granted, issued or agreed to grant, issue or make any other commitments of any character relating
to the issued or unissued Common stock of capital stock of RIDGEFIELD DEVELOPMENT CORPORATION, (b) and 1,230 Common stock
are issued and outstanding as of March 31, 2010.

2.18      Full Disclosure. No representation or warranty by RIDGEFIELD DEVELOPMENT CORPORATION in this Agreement or in any
document or schedule to be delivered by them pursuant hereto, and no written Statement, certificate or instrument furnished or to be furnished
by RIDGEFIELD DEVELOPMENT CORPORATION pursuant hereto or in connection with the negotiation, execution or performance of this
Agreement contains or will contain any untrue Statement of a material fact or omits or will omit to State any fact necessary to make any
Statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business
of RIDGEFIELD DEVELOPMENT CORPORATION.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF FOUR STAR HOLDINGS

           FOUR STAR HOLDINGS hereby represents and warrants as to itself and FOUR STAR HOLDINGS as follows:


                                                                 Page 10 of 19
3.1    Organization and Good Standing. FOUR STAR HOLDINGS is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. Each has the corporate power to own its own property and to carry on its business as now being
conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no
material negative impact.

3.2      Corporate Authority. Each has the corporate power to enter into this Agreement and to perform their respective obligations hereunder.
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the
Board of Directors of FOUR STAR HOLDINGS as required by Florida law and the directors and shareholders of FOUR STAR HOLDINGS
as required by Florida law. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture,
mortgage, license or other instrument or document to which FOUR STAR HOLDINGS is a party and will not violate any judgment, decree,
order, writ, rule, statute, or regulation applicable to FOUR STAR HOLDINGS or its properties. The execution and performance of this
Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or Bylaws of FOUR STAR HOLDINGS or
FOUR STAR HOLDINGS.

 3.3    Capitalization: Purchase of FOUR STAR HOLDINGS Shares by RIDGEFIELD DEVELOPMENT CORPORATION Security
Holders: Initial Financing and Stock Exchange Shares.

 (a)       As of the date of this Agreement, FOUR STAR HOLDINGS is authorized to issue 100,000,000 shares of FOUR STAR HOLDINGS
Common Stock, no par value per share, and 15,000,000 shares of FOUR STAR HOLDINGS Preferred Stock, $.001 par value per share, of
which approximately (i) 22,276,078 shares of FOUR STAR HOLDINGS Common Stock and (ii) no shares of FOUR STAR HOLDINGS
Preferred Stock are issued and outstanding.

 (b)   Immediately prior to the Effective Time of the Stock Exchange, RIDGEFIELD DEVELOPMENT CORPORATION shall provide to
FOUR STAR HOLDINGS completed and executed copies of the Investor Questionnaire and the Stock Subscription Agreement.

           (c)       There are no outstanding warrants, issued stock options, stock rights or other commitments of any character relating to the
issued or unissued shares of either Common Stock or Preferred Stock of FOUR STAR HOLDINGS, other than those which are set forth in
Section 3.3(e) below.

           (d)      At the Closing, the Stock Exchange Shares to be issued and delivered to the RIDGEFIELD DEVELOPMENT
CORPORATION Security Holders hereunder will when so issued and delivered, constitute valid and legally issued shares of FOUR STAR
HOLDINGS Common Stock, fully paid and non-assessable. The Stock Exchange Shares issuable to such RIDGEFIELD DEVELOPMENT
CORPORATION Security Holders shall represent approximately ___% of the FOUR STAR HOLDINGS Fully-Diluted Common Stock as at
the Effective Time of the Stock Exchange.

3.4      Compliance with Laws. FOUR STAR HOLDINGS has complied with all federal, State, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, which, if not complied with, would materially and
adversely affect the business of FOUR STAR HOLDINGS or the trading market for the FOUR STAR HOLDINGS Shares and specifically,
and FOUR STAR HOLDINGS has complied with provisions for registration under the Securities Act of 1933 and all applicable blue sky laws
in connection with its public stock offering and there are no outstanding, pending or threatened stop orders or other actions or investigations
relating thereto.


                                                                  Page 11 of 19
3.5    Actions and Proceedings. FOUR STAR HOLDINGS is not a party to any material pending litigation or, to its knowledge, any
governmental proceedings that are threatened against FOUR STAR HOLDINGS, except as set forth on Schedule 3.5 attached hereto and
made a part hereof.

 3.6    Access to Records. The corporate financial records, minute books, and other documents and records of FOUR STAR HOLDINGS
have been made available to RIDGEFIELD DEVELOPMENT CORPORATION prior to the Closing hereof.

 3.7    No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby will not:

(a)         violate any provision of the Articles of Incorporation or Bylaws of FOUR STAR HOLDINGS;

 (b)       violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other
agreement to which FOUR STAR HOLDINGS is a party or by or to which it or any of its assets or properties may be bound or subject;

 (c)      violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or
binding upon, FOUR STAR HOLDINGS or upon the securities, properties or business to FOUR STAR HOLDINGS; or

 (d)       violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein.

3.8    Brokers or Finders. No broker's or finder's fee will be payable by FOUR STAR HOLDINGS in connection with the transactions
contemplated by this Agreement, nor will any such fee be incurred as a result of any actions of FOUR STAR HOLDINGS.

3.9       Authority to Execute and Perform Agreements. FOUR STAR HOLDINGS has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been
duly executed and delivered and is the valid and binding obligation of FOUR STAR HOLDINGS enforceable in accordance with its Terms,
except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights.
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance by FOUR
STAR HOLDINGS of this Agreement, in accordance with its respective Terms and conditions will not:

 (a)       require the approval or consent of any governmental or regulatory body or the approval or consent of any other person;


                                                                    Page 12 of 19
            (b)         conflict with or result in any breach or violation of any of the Terms and conditions of, or constitute (or with any notice
or lapse of time or both would constitute) a default under, any order, judgment or decree applicable to FOUR STAR HOLDINGS, or any
instrument, contract or other agreement to which FOUR STAR HOLDINGS is a party or by or to which FOUR STAR HOLDINGS is bound or
subject; or

          (c)        result in the creation of any lien or other encumbrance on the assets or properties of FOUR STAR HOLDINGS.

3.10    Full Disclosure. No representation or warranty by FOUR STAR HOLDINGS in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written Statement, certificate or instrument furnished or to be furnished by FOUR STAR
HOLDINGS pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any
untrue Statement of a material fact or omits or will omit to State any fact necessary to make any Statement herein or therein not materially
misleading or necessary to complete and correct presentation of all material aspects of the business of FOUR STAR HOLDINGS.

SECTION 4. CONDITIONS PRECEDENT

4.1      Conditions Precedent to the Obligation of RIDGEFIELD DEVELOPMENT CORPORATION. All obligations of RIDGEFIELD
DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders under this Agreement are
subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions (anyone of which may be
waived at Closing by RIDGEFIELD DEVELOPMENT CORPORATION):

 (a)       The representations and warranties by or on behalf of FOUR STAR HOLDINGS contained in this Agreement or in any certificate or
document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such
representations and warranties were made at and as of such time.

 (b)       FOUR STAR HOLDINGS shall have performed and complied in all material respects, with all covenants, agreements, and
conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or
executed and delivered by them prior to or at the Closing.

 (c)       On the Closing Date, an executive officer of FOUR STAR HOLDINGS shall have delivered to RIDGEFIELD DEVELOPMENT
CORPORATION a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the
representations and warranties of FOUR STAR HOLDINGS set forth in this Agreement are true and correct in all material respects.

 (d)      On or before the Closing, the Board of Directors and the shareholders of FOUR STAR HOLDINGS shall have approved, in
accordance with applicable law, the execution, delivery and performance of this Agreement and the consummation of the transaction
contemplated herein and authorized all of the necessary and proper action to enable FOUR STAR HOLDINGS to comply with the Terms of
the Agreement


                                                                  Page 13 of 19
 (e)   The Stock Exchange shall be permitted by applicable law and FOUR STAR HOLDINGS shall have sufficient shares of FOUR
STAR HOLDINGS Common Stock authorized to complete the Stock Exchange.

(f)       At the Closing, all instruments and documents delivered to RIDGEFIELD DEVELOPMENT CORPORATION and the Shareholders
pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for RIDGEFIELD DEVELOPMENT CORPORATION.

 (g)       The Stock Exchange Shares to be issued to the Shareholders of RIDGEFIELD DEVELOPMENT CORPORATION at Closing will
be validly issued, non-assessable and fully paid for and will be issued in a non-public offering and exempt Stock Exchange transaction in
Compliance with all federal and State securities laws, bearing a restrictive legend, as is more fully set forth herein.

4.2    Conditions Precedent to the Obligations of FOUR STAR HOLDINGS. All obligations of FOUR STAR HOLDINGS under this
Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (anyone of which may be waived at Closing
by FOUR STAR HOLDINGS):

 (a)        The representations and warranties by RIDGEFIELD DEVELOPMENT CORPORATION contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such
representations and warranties were made at and as of such time;

 (b)       RIDGEFIELD DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall
have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed
and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the
Closing;

 (c)       On the Closing Date, one of the RIDGEFIELD DEVELOPMENT CORPORATION Managing Members shall have delivered to
FOUR STAR HOLDINGS a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief,
the representations and warranties of RIDGEFIELD DEVELOPMENT CORPORATION set forth in this Agreement are true and correct in all
material respects.

 (d)       The holders of a majority of the issued and outstanding Common stock of RIDGEFIELD DEVELOPMENT CORPORATION
Common stock shall have approved, ratified and confirmed this Agreement, the Stock Exchange and all of the transactions contemplated
hereby, all in accordance with applicable Alabama law.

SECTION 5. COVENANTS

5.1          Corporate Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled,
through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and
financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any
of the representations, warranties, covenants or agreements of the party under this Agreement.


                                                                  Page 14 of 19
5.2       Further Assurances. The parties shall execute such documents and other papers and take such further actions as may be reasonably
required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to
fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or
other papers, the execution and delivery of which are necessary or appropriate to the Closing.

5.3     Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, FOUR STAR HOLDINGS, and
RIDGEFIELD DEVELOPMENT CORPORATION and the respective parties Principal Executive Officers agree to keep confidential any
information disclosed to each other in connection therewith for a period of three (3) years from the Date hereof; provided, however, such
obligation shall not apply to information which:

 (i)      at the time of the disclosure was public knowledge;

 (ii)      is required to be disclosed publicly pursuant to any applicable Federal or State securities laws;

 (iii)     after the time of disclosure becomes public knowledge (except due to the action of the receiving party);

 (iv)      the receiving party had within its possession at the time of disclosure; or

 (v)       is ordered disclosed by a Court of proper jurisdiction.

5.4     Stock Certificates. Within thirty (30) days of the Closing or a time frame as determined by SEC regulatory requirements for filings etc.,
the FOUR STAR HOLDINGS Security Holders shall have delivered the certificates representing the FOUR STAR HOLDINGS Securities
duly endorsed (or with executed stock powers) so as to make RIDGEFIELD DEVELOPMENT CORPORATION the sole owner thereof.
Further, within thirty (30) days of such Closing, FOUR STAR HOLDINGS shall issue to the RIDGEFIELD DEVELOPMENT
CORPORATION Shareholders the Stock Exchange Shares.

5.5    Board of Directors. A list of the initial board of directors of RIDGEFIELD DEVELOPMENT CORPORATION subsequent to the
Stock Exchange shall be provided by RIDGEFIELD DEVELOPMENT CORPORATION prior to the Closing. Such initial members of the
board of directors shall serve until the earlier of their death, resignation or removal or until the next annual meeting of the stockholders of
RIDGEFIELD DEVELOPMENT CORPORATION, when their respective successors are duly appointed and qualified. The officers of
RIDGEFIELD DEVELOPMENT CORPORATION subsequent to the Stock Exchange shall be the current officers of RIDGEFIELD
DEVELOPMENT CORPORATION.


                                                                     Page 15 of 19
5.6     Indemnification of Officers and Directors. It is the intention of the Parties that FOUR STAR HOLDINGS and RIDGEFIELD
DEVELOPMENT CORPORATION shall indemnify its officers and directors to the fullest extent permitted by law, as applicable. In such
connection, the Parties agree not to amend the Certificates of incorporation or Bylaws of either FOUR STAR HOLDINGS or RIDGEFIELD
DEVELOPMENT CORPORATION if such amendment shall have the effect of reducing, terminating or otherwise adversely affecting the
indemnification rights and privileges applicable to officers and directors of each of FOUR STAR HOLDINGS and RIDGEFIELD
DEVELOPMENT CORPORATION, as the same are in effect Immediately prior to the Effective Time of the Stock Exchange.

SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        Notwithstanding any right of either party to investigate the affairs of the other party and its Shareholders, each party has the right to rely
fully upon representations, warranties, covenants and agreements of the other party and its Shareholders contained in this Agreement or in any
document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All
such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the closing hereunder for three
(3) years following the Closing.

SECTION 7. DOCUMENTS AT CLOSING AND THE CLOSING

 7.1    Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur
simultaneously:

 (a)       RIDGEFIELD DEVELOPMENT CORPORATION will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS the
following:

                  (i) a certificate executed by an Officer/Director of RIDGEFIELD DEVELOPMENT CORPORATION to the effect that all
representations and warranties made by RIDGEFIELD DEVELOPMENT CORPORATION under this Agreement are true and correct as of the
Closing, the same as though originally given to FOUR STAR HOLDINGS on said Date;

           (ii) a certificate from the State of Alabama Dated at or about the Closing to the effect that RIDGEFIELD DEVELOPMENT
CORPORATION is validly existing under the laws of said State;

                 (iii) Common stock representing the Common stock of RIDGEFIELD DEVELOPMENT CORPORATION to be exchanged
for the Stock Exchange Shares.

                      (iv) all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR HOLDINGS, as set
forth in Section 4.


                                                                    Page 16 of 19
 (b)    FOUR STAR HOLDINGS will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT CORPORATION and the
RIDGEFIELD DEVELOPMENT CORPORATION Security Holders:

                    (i) a certificate from FOUR STAR HOLDINGS executed by the President or Secretary of FOUR STAR HOLDINGS, to the
effect that all representations and warranties of FOUR STAR HOLDINGS made under this Agreement are true and correct as of the Closing,
the same as though originally given to RIDGEFIELD DEVELOPMENT CORPORATION on said Date;

                  (ii) certified copies of resolutions by FOUR STAR HOLDINGS Board of Directors authorizing this transaction;

                 (iii) certificates from the Florida Secretary of State Dated at or about the Closing Date that FOUR STAR HOLDINGS are in
good standing under the laws of said State; and

           (iv) all other items, the delivery of which is a condition precedent to the obligations of RIDGEFIELD DEVELOPMENT
CORPORATION, as set forth in Section 4 hereof.

SECTION 8. MISCELLANEOUS

8.1         Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement
shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this
Agreement.

 8.2        Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the
duly authorized representatives of the respective parties.

 8.3        Assignment. This Agreement is not assignable except by operation of law.

 8.4        Notice. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this Agreement shall be as
follows:

                    To: FOUR STAR HOLDINGS :

                    Bobby R. Smith, Jr., Four Star Holdings, Inc., 100 Four Star Lane, Odenville, AL 35120

                    To: RIDGEFIELD DEVELOPMENT CORPORATION AND THE RIDGEFIELD DEVELOPMENT
                    CORPORATION PRINCIPAL EXECUTIVE OFFICERS :

                    Fran Mize, Ridgefield Development Corporation,100 Four Star Lane, Odenville, AL 35120

Any notice or Statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party
at the address indicated above or at such other address which shall have been furnished in writing to the addressor.


                                                                  Page 17 of 19
8.5       Governing Law. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the
laws of the State of Florida, thereby precluding any choice of law rules which may direct the application of the laws of any other jurisdiction.

8.6       Arbitration . The parties hereby agree that any dispute or cause of action arising under this Agreement shall be settled by arbitration
conducted by one arbitrator. The arbitrator shall be acceptable to both RIDGEFIELD DEVELOPMENT CORPORATION and FOUR STAR
HOLDINGS. If an arbitrator cannot be agreed upon as provided in the preceding sentence, an arbitrator will be appointed. The arbitrator shall
set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity,
adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the
dispute The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including
attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought
without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall
be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and
conclusion of law which shall set forth the basis for the decision of the arbitrator. Any such arbitration shall be held exclusively in Florida.

8.7        Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued
by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party.

8.8       Entire Agreement. This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements
executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with
respect to the transactions contemplated hereby, and supersedes all prior agreements, written or oral, with respect hereof.

 8.9        Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

8.10      Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement
or provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

8.11      Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an
original copy hereof, but all of which together shall consider but one and the same document.

8.12     Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

8.13       Press Releases . The parties will mutually agree as to the wording and timing of any informational releases concerning this
transaction prior to and through Closing.




                                                         SIGNATURE PAGE FOLLOWS



                                                                   Page 18 of 19
IN WITNESS WHEREOF, the parties have executed this agreement on the Date first above written.



FOUR STAR HOLDINGS, INC.




By :/s/   Bobby R. Smith, Jr.
Name:     Bobby R. Smith, Jr.
Its:      Chief Executive Officer
Date:     March 31, 2010


RIDGEFIELD DEVELOPMENT CORPORATION




By :/s/   Frances Mize
Name:     Frances Mize
Its:      Chief Executive Officer
Date:     March 31, 2010




                                                           Page 19 of 19
                                        AGREEMENT AND PLAN OF STOCK EXCHANGE

            This Agreement and Plan of Stock Exchange ("Agreement"), is made and entered into this 31st day of March 2010, by and
  among FOUR STAR HOLDINGS, INC., a Florida Corporation ("FOUR STAR HOLDINGS"), and FOUR STAR REALTY, LLC, an
  Alabama Limited Liability Company ("FOUR STAR REALTY”). FOUR STAR HOLDINGS, and FOUR STAR REALTY are hereinafter
  sometimes collectively referred to as the "Parties."

                                                                    RECITALS:

 A.        FOUR STAR HOLDINGS desires to acquire all of the issued and outstanding member interests of FOUR STAR REALTY, through
a Stock Exchange with and into FOUR STAR HOLDINGS (the "Stock Exchange"), with FOUR STAR HOLDINGS as the surviving
corporation of the Stock Exchange.

 B.        It is the intention of the parties hereto that: (i) the Stock Exchange shall qualify as a tax free reorganization under Section 338 of the
Internal Revenue Code of 1986, as amended, and related sections thereunder; and the parties intend this Agreement to qualify as a "plan of
reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a), and (ii) the Stock Exchange shall qualify as a
transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable
securities laws of each state or jurisdiction where the FOUR STAR HOLDINGS Security Holders reside.

C.         The board of directors of each of FOUR STAR HOLDINGS, and FOUR STAR REALTY and the FOUR STAR HOLDINGS
Security Holders each deem it to be in the best interests of FOUR STAR HOLDINGS and FOUR STAR REALTY and their respective
shareholders and members to consummate the Stock Exchange, as a result of which FOUR STAR HOLDINGS shall acquire all of the issued
and outstanding membership interests of FOUR STAR REALTY.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this
  Agreement, the parties hereto agree as follows:

                                                             CERTAIN DEFINITIONS

         As used in this Agreement, the following terms shall have the meanings set forth below:

         "Applicable Law" means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the
businesses of the Parties, the Stock Exchange and/or the Parties.”

      "Articles of Stock Exchange" shall mean the certificate of Stock Exchange of FOUR STAR REALTY with and into FOUR STAR
HOLDINGS.”

         "Business Day" shall mean any day, excluding Saturday or Sunday or any other day on which national banks located in Alabama and
Florida shall be closed for business.”

         "dollar" and "$" means lawful money of the United States of America.”


                                                                    Page 1 of 20
          "FOUR STAR HOLDINGS Common Stock" shall mean the shares of common stock of FOUR STAR HOLDINGS, no par value
          per share.”

             "FOUR STAR HOLDINGS Fully-Diluted Common Stock" means, as at the time in question, the maximum number shares of
FOUR STAR HOLDINGS Common Stock that are issued and outstanding, after giving effect to: (a) the issuance of all of the Stock Exchange
Shares; and (b) the issuance of any other shares of FOUR STAR HOLDINGS Common Stock that are issuable upon conversion of any FOUR
STAR HOLDINGS notes or shares of FOUR STAR HOLDINGS Preferred Stock, or upon the exercise of options, warrants or other rights to
purchase shares of FOUR STAR HOLDINGS capital stock, but only to the extent that such securities are (i) outstanding as at the Effective
Time of the Stock Exchange, or (ii) issued subsequent to the Effective Time of the Stock Exchange.”

             "Effective Time" shall mean the date upon which the Stock Exchange of FOUR STAR HOLDINGS into FOUR STAR REALTY
  shall be consummated pursuant to the filing of the Articles of Stock Exchange with the Secretary of State of Florida.”

             "Exchange Act" means the Securities Exchange Act of 1934, as amended.”

              "GAAP" means generally accepted accounting principles in the United States of America as promulgated by the American
  Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment
  of any accounting matter.”

             "Knowledge" means the knowledge after reasonable inquiry.”

             "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other
  adverse claim of any kind in respect of such property or asset.”

             "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that has or would have
  a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a
  consolidated whole.”

              "Stock Exchange Shares" shall mean that number of shares of FOUR STAR HOLDINGS Common Stock or Preferred Stock to
  be issued to the FOUR STAR REALTY Membership Holders on the Closing Date and at the Effective Time of the Stock Exchange.”

              "Person" means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or
  political subdivision thereof.”

             "FOUR STAR REALTY Membership Interests" shall mean the Membership Interests of FOUR STAR REALTY.”


                                                                 Page 2 of 20
             "FOUR STAR REALTY Managing Member" shall mean the Managing Member of FOUR STAR REALTY.”

              "FOUR STAR REALTY Membership Interests" means, as at the date in question, all of the issued and outstanding Member
  Interests of FOUR STAR REALTY.”

         "FOUR STAR REALTY Membership Holders" means the collective reference to all of the record holders of the FOUR STAR
  REALTY Membership Interests at the Effective Time of the Stock Exchange, including the FOUR STAR REALTY Managing Members.”

         "Stock Subscription Agreement" means that certain agreement by and between FOUR STAR HOLDINGS and the FOUR STAR
  REALTY Membership Holders providing for the acquisition by the FOUR STAR HOLDINGS Security Holders of the FOUR STAR
  REALTY Membership Interests.”

           "Surviving Entity" shall mean FOUR STAR HOLDINGS as the surviving entity in the Stock Exchange as provided in Section 1.1.”

           "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means:

                      (i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax,
franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax,
property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge
of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any
governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

                    (ii) any responsibility for the payment of any amounts of the type described in clause (i) above as a result of being a
member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

                    ( iii) any responsibility for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any
express or implied obligation to indemnify any other person.”

             "Tax Return" means any return, declaration,· form, claim for refund or information return or statement relating to Taxes,
  including any schedule or attachment thereto, and including any amendment thereof.”

                                                           THE STOCK EXCHANGE

  SECTION 1. THE STOCK EXCHANGE: EFFECTIVE TIME .

  1.1 The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of


                                                                   Page 3 of 20
this Agreement, FOUR STAR REALTY shall merge with and into FOUR STAR HOLDINGS, the separate corporate existence of FOUR
STAR REALTY shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with FOUR STAR REALTY as a fully
owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock
Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later
time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY and specified in the Certificate of Stock Exchange subject
to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the
"Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the
Closing Date, as hereafter defined in Section 1.3.

 (a)    Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all FOUR STAR REALTY
Membership Interests shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR
HOLDINGS.

 (b)        Exchange Agent. , Joseph L. Pittera, Esq. shall act as the exchange agent
(the "Exchange Agent") for the purpose of exchanging FOUR STAR REALTY Membership Interests for the Stock Exchange Shares. At or
within thirty (30) days after the Effective Date, FOUR STAR HOLDINGS shall deliver to the Exchange Agent certificates evidencing the
Stock Exchange Shares. The Stock Exchange Shares issued at the Effective Time of the Stock Exchange shall be registered in the names of the
FOUR STAR REALTY Membership Holders.

 1.2        Conversion of Securities.

 (a)        Conversion of FOUR STAR REALTY Membership Interests . At the Effective Time, by virtue of the Stock Exchange and without
any action on the part of FOUR STAR HOLDINGS, FOUR STAR REALTY or the holders of any of their respective securities:

                    (i) Each one of the Membership Interests of FOUR STAR REALTY issued and outstanding immediately prior to the
Effective Time shall be converted into a total of 38,000 common shares of FOUR STAR HOLDINGS to be distributed among the FOUR
STAR REALTY Membership Holders according to the list attached hereto as Exhibit “A.”

                     (ii) All FOUR STAR REALTY Membership Interests shall no longer be outstanding and shall automatically be canceled
and retired and shall cease to exist, and each holder of a certificate representing any such FOUR STAR REALTY Membership Interests shall
cease to have any rights with respect thereto, except the right to receive the Stock Exchange Shares to be issued pursuant to this Section 1.2(a)
(fractional shares may be issued rounded to the hundredth decimal point) upon the surrender of such certificate in accordance with Section 1.8,
without interest.

                      (iii) Each FOUR STAR REALTY Membership Interest that immediately prior to the Effective Time is held by FOUR
STAR REALTY as a treasury share shall be cancelled and retired without payment of any consideration therefore and without any conversion
thereof into a right to receive the Stock Exchange Shares.

 1.3        Closing.

            The closing of the Stock Exchange (the "Closing") will take place at the offices of Joseph L. Pittera Esq., counsel to FOUR STAR
REALTY, at their office in Torrance, California, within one (1) Business Day following the satisfaction or waiver of the conditions precedent
set forth in Section 4 or at such other date as FOUR STAR HOLDINGS, and FOUR STAR REALTY shall agree (the "Closing Date"), but in
no event shall the Closing Date occur later than March 31, 2010.


                                                                  Page 4 of 20
 1.4        Effect Of The Stock Exchange.

       At the Effective Time, all the properties, rights, privileges, powers and franchises of FOUR STAR REALTY shall vest in FOUR
STAR HOLDINGS, and all debts, liabilities and duties of FOUR STAR REALTY shall become the debts, liabilities and duties of FOUR
STAR HOLDINGS.

 1.5        Certificate Of Incorporation and Bylaws; Directors And Officers . Prior to the Effective Time of the Stock Exchange:

 (a)      The Certificate of Incorporation of FOUR STAR HOLDINGS are made a part hereof shall be the Certificate of Incorporation of
FOUR STAR HOLDINGS following the Stock Exchange. The Bylaws of FOUR STAR HOLDINGS are made a part hereof shall be the
Bylaws of FOUR STAR HOLDINGS following the Stock Exchange.

 (b)      The initial board of directors of FOUR STAR REALTY subsequent to the Stock Exchange shall consist of Bobby R. Smith, Jr. and
Fran Mize. The officers of FOUR STAR HOLDINGS prior to the Stock Exchange shall be the current officers of FOUR STAR HOLDINGS.

 1.6        Further Actions .

 (a)        After closing and upon issuance of FOUR STAR HOLDINGS Common Stock to Security Holders FOUR STAR REALTY shall
transfer its outstanding member interests to FOUR STAR HOLDINGS.

 (b)       If, at any time after the Effective Time, FOUR STAR HOLDINGS considers or is
advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm
(of record or otherwise) in FOUR STAR HOLDINGS its right, title or interest in, to or under any of the rights, properties, or assets of FOUR
STAR REALTY, or otherwise to carry out the intent and purposes of this Agreement, the officers and directors of FOUR STAR HOLDINGS
will be authorized to execute and deliver, in the name and on behalf of each of FOUR STAR REALTY and FOUR STAR HOLDINGS, all
such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of FOUR STAR REALTY and
FOUR STAR HOLDINGS, all such other actions and things as the Board of Directors of FOUR STAR HOLDINGS may determine to be
necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in FOUR
STAR HOLDINGS or otherwise to carry out the intent and purposes of this Agreement.

 1.7        Restrictions On Resale

 ( a)         The Stock Exchange Shares . The Stock Exchange Shares will not be registered under the Securities Act, or the securities laws of
any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such
securities is declared effective under the Securities Act, or (ii) FOUR STAR HOLDINGS receives an opinion of counsel for the stockholder,
reasonably satisfactory to counsel for FOUR STAR HOLDINGS, that an exemption from the registration requirements of the Securities Act is
available.

                                                                   Page 5 of 20
The certificates representing the Stock Exchange Shares to be issued on the Effective Date pursuant to this Agreement shall contain a legend
substantially as follows:

           "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
           HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT
           THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT."

 1.8        Exchange of Certificates .

 (a)       After the Effective Time and pursuant to a customary letter of transmittal or other

instructional form provided by the Exchange Agent to the FOUR STAR REALTY Member Holders, the FOUR STAR REALTY Member
Holders shall be required to surrender all their FOUR STAR REALTY Membership Interests to the Exchange Agent, and the FOUR STAR
REALTY Member Holders shall be entitled upon such surrender to receive in exchange therefor certificates representing the number of Stock
Exchange Shares into which the FOUR STAR REALTY Membership Interests theretofore represented by the stock transfer forms so
surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate, which, prior to the
Effective Time, represented FOUR STAR REALTY Membership Interests, shall be deemed for all corporate purpose, subject to the further
provisions of this Article I, to evidence the ownership of the number of whole Stock Exchange Shares for which such FOUR STAR REALTY
Membership Interests have been so exchanged. No dividend payable to holders of Stock Exchange Shares of record as of any Date subsequent
to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented FOUR STAR REALTY
Membership Interests, until such certificate or certificates representing all the relevant FOUR STAR REALTY Membership Interests, together
with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to
lost certificates provided by the Exchange Agent.

 (b)        All Stock Exchange Shares for which the FOUR STAR REALTY Member Interests shall have been exchanged pursuant to this
Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the FOUR STAR REALTY Member Interests.

 (c)   On the Effective Date, the stock transfer book of FOUR STAR REALTY shall be deemed to be closed and no transfer of FOUR
STAR REALTY Membership Interests shall thereafter be recorded thereon.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF FOUR STAR REALTY

           FOUR STAR REALTY hereby represents and warrants as follows:

                                                                   Page 6 of 20
2.1 Organization and Good Standing: Ownership of Shares. FOUR STAR REALTY is a limited liability corporation duly organized and
validly existing under the laws of the State of Alabama. There are no outstanding subscriptions, rights, options, warrants or other agreements
obligating FOUR STAR REALTY to issue, sell or transfer any Membership Interests of FOUR STAR REALTY other than those represented
in Schedule A.

2.2 Corporate Authority. FOUR STAR REALTY has the corporate power to enter into this Agreement and to perform its respective obligations
hereunder. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly
authorized by the Board of Directors of FOUR STAR REALTY. The execution and performance of this Agreement will not constitute a
material breach of any agreement, indenture, mortgage, license or other instrument or document to which FOUR STAR REALTY is a party
and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to FOUR STAR REALTY or its properties. The
execution and performance of this Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or
bylaws of FOUR STAR REALTY.

2.3 Ownership of Shares. The FOUR STAR REALTY Member Holders are the owners of record and beneficially of all of the issued and
outstanding Membership Interests of FOUR STAR REALTY Member Interests, which FOUR STAR REALTY Membership Interests, to the
best of FOUR STAR REALTY's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold,
pledged, assigned or otherwise transferred except pursuant to this Agreement.

2.4 Financial Statements, Books and Records. Will consist of the unaudited financial Statements (balance sheet, income Statement, notes) of
FOUR STAR REALTY as of the Closing Date (the "Financial Statements"). The Financial Statements fairly represent the financial position of
FOUR STAR REALTY as at such Dates and the results of their operations for the periods then ended. The books of account and other financial
records of FOUR STAR REALTY are in all respects complete and correct in all material respects and are maintained in accordance with good
business and accountings practices, and are capable of being audited.

 2.5       Access to Records. The corporate financial records, minute books and other documents and records of FOUR STAR REALTY
have been made available to FOUR STAR HOLDINGS prior to the Closing hereof.

 2.6       No Material Adverse Changes. Between the execution and Closing of this Agreement, there shall not have been:

 (a)      any material adverse change in the financial position of FOUR STAR REALTY except changes arising in the ordinary course of
           business, which changes will in no event materially and adversely affect the financial position of FOUR STAR REALTY;

         (b)       any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or
        otherwise) of FOUR STAR REALTY whether or not covered by insurance;

 (c)   any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of FOUR
STAR REALTY capital stock;

                                                                  Page 7 of 20
 (d)       any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by FOUR STAR REALTY of any
properties or assets, other than as set forth in Sections 2.13 or 2.14 below; or

 (e)       adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

2.7    Taxes. FOUR STAR REALTY as of the Closing Date, has filed all material tax, governmental and/or related forms and reports (or
extensions thereof) due or required to be filed and has (or will have) paid or made adequate provisions for all taxes or assessments which had
become due as of the Closing Date and there are no deficiency notices outstanding.

2.8     Compliance with Laws. FOUR STAR REALTY has complied with all federal, State, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and
adversely affect the business of FOUR STAR REALTY.

 2.9   No Breach. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not:

              (a) violate any provision of the Articles of Incorporation or Bylaws of FOUR STAR REALTY;

              (b) violate, conflict with or result in the breach of any of the Terms of, result in a material modification of, otherwise give any
other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or
other agreement to which FOUR STAR REALTY is a party or by or to which it or any of its assets or properties may be bound or subject;

            (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or
binding upon, FOUR STAR REALTY or upon the properties or business of FOUR STAR REALTY; or

             (d)       violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could
have a materially adverse effect on the business or operations of FOUR STAR REALTY.

2.10 Actions and Proceedings. FOUR STAR REALTY is not a party to any material pending litigation or, to its knowledge, any
governmental investigation or proceeding not reflected in the FOUR STAR REALTY Financial Statements, and to its best knowledge, no
material litigation, claims, assessments or non-governmental proceedings are threatened against FOUR STAR REALTY.

2.11 Agreements. There are no material contract or arrangement to which FOUR STAR REALTY is a party or by or to which it or its assets,
properties or business are bound or subject, whether written or oral.


                                                                    Page 8 of 20
2.12 Brokers or Finders. No broker's or finder's fee will be payable by FOUR STAR REALTY in connection with the transactions
contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by FOUR STAR REALTY or any of its
Shareholders.

2.13    Real Estate. FOUR STAR REALTY owns no real property.

2.14 Tangible Assets. FOUR STAR REALTY has full title and interest in all machinery, equipment, furniture, leasehold improvements,
fixtures, projects, owned or leased by FOUR STAR REALTY, any related capitalized items or other tangible property material to the business
of FOUR STAR REALTY (the "Tangible Assets"). FOUR STAR REALTY holds all rights, title and interest in all the Tangible Assets owned
by it on the Balance Sheet or acquired by it after the Date on the Balance Sheet free and clear of all liens, pledges, mortgages, security
interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are
usable in the ordinary course of business of FOUR STAR REALTY and conform to all applicable laws, ordinances and government orders,
rules and regulations relating to their construction and operation.

2.15 Liabilities. FOUR STAR REALTY did not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute contingent or
otherwise, including, without limitation, any liability on account of taxes, any governmental charge or lawsuit (all of the foregoing collectively
defined to as "Liabilities"), which are not fully, fairly and adequately reflected on the Financial Statement except for specific Liabilities set
forth in the Unaudited Financial Statements and as declared in Schedule A. As of the Date of Closing, FOUR STAR REALTY will not have
any further Liabilities, other than Liabilities fully and adequately reflected on the Financial Statements and as per Schedule A except for
Liabilities incurred in the ordinary course of business. There is no circumstance, condition, event or arrangement which may hereafter give rise
to any Liabilities not in the ordinary course of business.

2.16 Operations of FOUR STAR REALTY. Between the execution and Closing of this Agreement, FOUR STAR REALTY shall not have:

             (a)       incurred any indebtedness or borrowed money;

              (b)      declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or
         indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

            (c )      made any loan or advance to any shareholder, officer, director, employee, consultant, agent Of other representative or
         made any other loan or advance otherwise than in the ordinary course of business;

             ( d)      except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently
         due and payable);

             (e)       disposed of any assets of FOUR STAR REALTY except in the ordinary course of business;


                                                                  Page 9 of 20
             (f)         materially increased the annual level of compensation of any executive employee of FOUR STAR REALTY;

             (g)       increased, terminated, amended or otherwise modified any plan for the benefit of employees of FOUR STAR REALTY;

             (h)       issued any member interests or rights to acquire such equity securities; or

             (i)      except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

2.17 Capitalization. The authorized capital stock of FOUR STAR REALTY consists of ____________ of FOUR STAR REALTY of which
(a) _______________ Member Interests of FOUR STAR REALTY have been issued to Frances Mize, and Bobby R. Smith, Jr. FOUR STAR
REALTY has not granted, issued or agreed to grant, issue or make any other commitments of any character relating to the issued or unissued
Membership Interests of capital stock of FOUR STAR REALTY, (b) and ___________ Member Interests are issued and outstanding as of
March 25, 2010.

2.18     Full Disclosure. No representation or warranty by FOUR STAR REALTY in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written Statement, certificate or instrument furnished or to be furnished by FOUR STAR REALTY
pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue
Statement of a material fact or omits or will omit to State any fact necessary to make any Statement herein or therein not materially misleading
or necessary to a complete and correct presentation of all material aspects of the business of FOUR STAR REALTY.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF FOUR STAR HOLDINGS

           FOUR STAR HOLDINGS hereby represents and warrants as to itself and FOUR STAR HOLDINGS as follows:

3.1 Organization and Good Standing. FOUR STAR HOLDINGS is a corporation duly organized, validly existing and in good standing under
the laws of the State of Florida. Each has the corporate power to own its own property and to carry on its business as now being conducted and
is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative
impact.

3.2 Corporate Authority. Each has the corporate power to enter into this Agreement and to perform their respective obligations hereunder. The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the
Board of Directors of FOUR STAR HOLDINGS as required by Florida law and the directors and shareholders of FOUR STAR HOLDINGS
as required by Florida law. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture,
mortgage, license or other instrument or document to which FOUR STAR HOLDINGS is a party and will not violate any judgment, decree,
order, writ, rule, statute, or regulation applicable to FOUR STAR HOLDINGS or its properties. The execution and performance of this
Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or Bylaws of FOUR STAR HOLDINGS or
FOUR STAR HOLDINGS.


                                                                 Page 10 of 20
 3.3       Capitalization: Purchase of FOUR STAR HOLDINGS Shares by FOUR STAR REALTY Security Holders: Initial Financing and
Stock Exchange Shares.

 (a)       As of the date of this Agreement, FOUR STAR HOLDINGS is authorized to issue 100,000,000 shares of FOUR STAR HOLDINGS
Common Stock, no par value per share, and 15,000,000 shares of FOUR STAR HOLDINGS Preferred Stock, $.001 par value per share, of
which approximately (i) 22,276,078 shares of FOUR STAR HOLDINGS Common Stock and (ii) no shares of FOUR STAR HOLDINGS
Preferred Stock are issued and outstanding.

 (b)      Immediately prior to the Effective Time of the Stock Exchange, FOUR STAR REALTY shall provide to FOUR STAR HOLDINGS
completed and executed copies of the Investor Questionnaire and the Stock Subscription Agreement.

 (c)       There are no outstanding warrants, issued stock options, stock rights or other commitments of any character relating to the issued or
unissued shares of either Common Stock or Preferred Stock of FOUR STAR HOLDINGS, other than those which are set forth in Section
3.3(e) below.

          (d)      At the Closing, the Stock Exchange Shares to be issued and delivered to the FOUR STAR REALTY Security Holders
hereunder will when so issued and delivered, constitute valid and legally issued shares of FOUR STAR HOLDINGS Common Stock, fully
paid and non-assessable. The Stock Exchange Shares issuable to such FOUR STAR REALTY Security Holders shall represent approximately
___% of the FOUR STAR HOLDINGS Fully-Diluted Common Stock as at the Effective Time of the Stock Exchange.

3.4       Compliance with Laws. FOUR STAR HOLDINGS has complied with all federal, State, county and local laws, ordinances,
regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, which, if not complied with, would
materially and adversely affect the business of FOUR STAR HOLDINGS or the trading market for the FOUR STAR HOLDINGS Shares and
specifically, and FOUR STAR HOLDINGS has complied with provisions for registration under the Securities Act of 1933 and all applicable
blue sky laws in connection with its public stock offering and there are no outstanding, pending or threatened stop orders or other actions or
investigations relating thereto.

3.5     Actions and Proceedings. FOUR STAR HOLDINGS is not a party to any material pending litigation or, to its knowledge, any
governmental proceedings that are threatened against FOUR STAR HOLDINGS, except as set forth on Schedule 3.5 attached hereto and
made a part hereof.

 3.6       Access to Records. The corporate financial records, minute books, and other documents and records of FOUR STAR HOLDINGS
have been made available to FOUR STAR REALTY prior to the Closing hereof.

 3.7        No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby will not:


                                                                 Page 11 of 20
(a)         violate any provision of the Articles of Incorporation or Bylaws of FOUR STAR HOLDINGS;

 (b)       violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other
agreement to which FOUR STAR HOLDINGS is a party or by or to which it or any of its assets or properties may be bound or subject;

 (c)      violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or
binding upon, FOUR STAR HOLDINGS or upon the securities, properties or business to FOUR STAR HOLDINGS; or

 (d)       violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein.

3.8   Brokers or Finders. No broker's or finder's fee will be payable by FOUR STAR HOLDINGS in connection with the transactions
contemplated by this Agreement, nor will any such fee be incurred as a result of any actions of FOUR STAR HOLDINGS.

3.9     Authority to Execute and Perform Agreements. FOUR STAR HOLDINGS has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been
duly executed and delivered and is the valid and binding obligation of FOUR STAR HOLDINGS enforceable in accordance with its Terms,
except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights.
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance by FOUR
STAR HOLDINGS of this Agreement, in accordance with its respective Terms and conditions will not:

 (a)       require the approval or consent of any governmental or regulatory body or the approval or consent of any other person;

          (b)         conflict with or result in any breach or violation of any of the Terms and conditions of, or constitute (or with any notice or
lapse of time or both would constitute) a default under, any order, judgment or decree applicable to FOUR STAR HOLDINGS, or any
instrument, contract or other agreement to which FOUR STAR HOLDINGS is a party or by or to which FOUR STAR HOLDINGS is bound or
subject; or

          (c)        result in the creation of any lien or other encumbrance on the assets or properties of FOUR STAR HOLDINGS.

3.10    Full Disclosure. No representation or warranty by FOUR STAR HOLDINGS in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written Statement, certificate or instrument furnished or to be furnished by FOUR STAR
HOLDINGS pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any
untrue Statement of a material fact or omits or will omit to State any fact necessary to make any Statement herein or therein not materially
misleading or necessary to complete and correct presentation of all material aspects of the business of FOUR STAR HOLDINGS.


                                                                    Page 12 of 20
SECTION 4. CONDITIONS PRECEDENT

4.1       Conditions Precedent to the Obligation of FOUR STAR REALTY. All obligations of FOUR STAR REALTY and the FOUR STAR
REALTY Member Holders under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each
of the following conditions (anyone of which may be waived at Closing by FOUR STAR REALTY):

 (a)       The representations and warranties by or on behalf of FOUR STAR HOLDINGS contained in this Agreement or in any certificate or
document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such
representations and warranties were made at and as of such time.

 (b)       FOUR STAR HOLDINGS shall have performed and complied in all material respects, with all covenants, agreements, and
conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or
executed and delivered by them prior to or at the Closing.

 (c)      On the Closing Date, an executive officer of FOUR STAR HOLDINGS shall have delivered to FOUR STAR REALTY a certificate,
duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of
FOUR STAR HOLDINGS set forth in this Agreement are true and correct in all material respects.

 (d)      On or before the Closing, the Board of Directors and the shareholders of FOUR STAR HOLDINGS shall have approved, in
accordance with applicable law, the execution, delivery and performance of this Agreement and the consummation of the transaction
contemplated herein and authorized all of the necessary and proper action to enable FOUR STAR HOLDINGS to comply with the Terms of
the Agreement

 (e)   The Stock Exchange shall be permitted by applicable law and FOUR STAR HOLDINGS shall have sufficient shares of FOUR
STAR HOLDINGS Common Stock authorized to complete the Stock Exchange.

(f)       At the Closing, all instruments and documents delivered to FOUR STAR REALTY and the Shareholders pursuant to provisions
hereof shall be reasonably satisfactory to legal counsel for FOUR STAR REALTY.

 (g)       The Stock Exchange Shares to be issued to the Shareholders of FOUR STAR REALTY at Closing will be validly issued,
non-assessable and fully paid for and will be issued in a non-public offering and exempt Stock Exchange transaction in Compliance with all
federal and State securities laws, bearing a restrictive legend, as is more fully set forth herein.

4.2 Conditions Precedent to the Obligations of FOUR STAR HOLDINGS. All obligations of FOUR STAR HOLDINGS under this Agreement
are subject to the fulfillment, prior to or at Closing, of each of the following conditions (anyone of which may be waived at Closing by FOUR
STAR HOLDINGS):


                                                                Page 13 of 20
 (a)       The representations and warranties by FOUR STAR REALTY contained in this Agreement or in any certificate or document
delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and
warranties were made at and as of such time;

 (b)        FOUR STAR REALTY and the FOUR STAR REALTY Membership Holders shall have performed and complied with, in all
material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by
this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing;

 (c)        On the Closing Date, one of the FOUR STAR REALTY Managing Members shall have delivered to FOUR STAR HOLDINGS a
certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and
warranties of FOUR STAR REALTY set forth in this Agreement are true and correct in all material respects.

 (d)       The holders of a majority of the issued and outstanding Member Interests of FOUR STAR REALTY Membership Interests shall
have approved, ratified and confirmed this Agreement, the Stock Exchange and all of the transactions contemplated hereby, all in accordance
with applicable Alabama law.

SECTION 5. COVENANTS

5.1     Corporate Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled, through
their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial
condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the
representations, warranties, covenants or agreements of the party under this Agreement.

5.2       Further Assurances. The parties shall execute such documents and other papers and take such further actions as may be reasonably
required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to
fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or
other papers, the execution and delivery of which are necessary or appropriate to the Closing.


5.3     Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, FOUR STAR HOLDINGS, and
FOUR STAR REALTY and the respective parties Principal Executive Officers agree to keep confidential any information disclosed to each
other in connection therewith for a period of three (3) years from the Date hereof; provided, however, such obligation shall not apply to
information which:

 (i)      at the time of the disclosure was public knowledge;

 (ii)      is required to be disclosed publicly pursuant to any applicable Federal or State securities laws;


                                                                  Page 14 of 20
 (iii)      after the time of disclosure becomes public knowledge (except due to the action of the receiving party);

 (iv)      the receiving party had within its possession at the time of disclosure; or

 (v)       is ordered disclosed by a Court of proper jurisdiction.


5.4    Stock Certificates. Within thirty (30) days of the Closing or a time frame as determined by SEC regulatory requirements for filings etc.,
the FOUR STAR HOLDINGS Security Holders shall have delivered the certificates representing the FOUR STAR HOLDINGS Securities
duly endorsed (or with executed stock powers) so as to make FOUR STAR REALTY the sole owner thereof. Further, within thirty (30) days of
such Closing, FOUR STAR HOLDINGS shall issue to the FOUR STAR REALTY Membership Holders the Stock Exchange Shares.

 5.5 Filing of Certificate of Stock Exchange . The Articles of Stock Exchange shall have been filed in the office of the Secretary of State for
the State of Florida.

5.6      Board of Directors. A list of the initial board of directors of FOUR STAR REALTY subsequent to the Stock Exchange shall be
provided by FOUR STAR REALTY prior to the Closing. Such initial members of the board of directors shall serve until the earlier of their
death, resignation or removal or until the next annual meeting of the stockholders of FOUR STAR REALTY, when their respective successors
are duly appointed and qualified. The officers of FOUR STAR REALTY subsequent to the Stock Exchange shall be the current officers of
FOUR STAR REALTY.

5.7 Indemnification of Officers and Directors. It is the intention of the Parties that FOUR STAR HOLDINGS and FOUR STAR REALTY
shall indemnify its officers and directors to the fullest extent permitted by law, as applicable. In such connection, the Parties agree not to amend
the Certificates of incorporation or Bylaws of either FOUR STAR HOLDINGS or FOUR STAR REALTY if such amendment shall have the
effect of reducing, terminating or otherwise adversely affecting the indemnification rights and privileges applicable to officers and directors of
each of FOUR STAR HOLDINGS and FOUR STAR REALTY, as the same are in effect Immediately prior to the Effective Time of the Stock
Exchange.


SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         Notwithstanding any right of either party to investigate the affairs of the other party and its Shareholders, each party has the right to
rely fully upon representations, warranties, covenants and agreements of the other party and its Shareholders contained in this Agreement or in
any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement.
All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the closing hereunder for
three (3) years following the Closing.

                                                                     Page 15 of 20
SECTION 7. DOCUMENTS AT CLOSING AND THE CLOSING

 7.1       Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur
simultaneously:

 (a)        FOUR STAR REALTY will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS the following:

                 (i) a certificate executed by the Managing Member of FOUR STAR REALTY to the effect that all representations and
warranties made by FOUR STAR REALTY under this Agreement are true and correct as of the Closing, the same as though originally given to
FOUR STAR HOLDINGS on said Date;

                   (ii)      a certificate from the State of Alabama Dated at or about the Closing to the effect that FOUR STAR REALTY is
validly existing under the laws of said State;

                (iii)        Membership Interests representing those Member Interests of FOUR STAR REALTY to be exchanged for the
Stock Exchange Shares.

                   (iv)      all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR HOLDINGS, as
set forth in Section 4.

 (b)     FOUR STAR HOLDINGS will deliver or cause to be delivered to FOUR STAR REALTY and the FOUR STAR REALTY Security
Holders:

                    (i) a certificate from FOUR STAR HOLDINGS executed by the President or Secretary of FOUR STAR HOLDINGS, to the
effect that all representations and warranties of FOUR STAR HOLDINGS made under this Agreement are true and correct as of the Closing,
the same as though originally given to FOUR STAR REALTY on said Date;

                   (ii) certified copies of resolutions by FOUR STAR HOLDINGS Board of Directors authorizing this transaction;

                  (iii)      certificates from the Florida Secretary of State Dated at or about the Closing Date that FOUR STAR HOLDINGS
are in good standing under the laws of said State; and

 (iv)       all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR REALTY, as set forth in Section
4 hereof.

SECTION 8. MISCELLANEOUS

8.1         Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement
shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this
Agreement.

 8.2        Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the
duly authorized representatives of the respective parties.


                                                                  Page 16 of 20
 8.3        Assignment. This Agreement is not assignable except by operation of law.

 8.4        Notice. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this Agreement shall be as
follows:

                    To:    FOUR STAR HOLDINGS :

                    Bobby R. Smith, Jr., Four Star Holdings, Inc., 100 Four Star Lane, Odenville, AL 35120

                    To:     FOUR STAR REALTY AND THE FOUR STAR REALTY PRINCIPAL EXECUTIVE OFFICERS :

                    Fran Mize, Four Star Realty, LLC, 100 Four Star Lane, Odenville, AL 35120

Any notice or Statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party
at the address indicated above or at such other address which shall have been furnished in writing to the addressor.

8.5     Governing Law. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws
of the State of Florida, thereby precluding any
choice of law rules which may direct the application of the laws of any other jurisdiction.

8.6       Arbitration . The parties hereby agree that any dispute or cause of action arising under this Agreement shall be settled by arbitration
conducted by one arbitrator. The arbitrator shall be acceptable to both FOUR STAR REALTY and FOUR STAR HOLDINGS. If an arbitrator
cannot be agreed upon as provided in the preceding sentence, an arbitrator will be appointed. The arbitrator shall set a limited time period and
establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole
judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute The arbitrator shall
rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same
extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that
discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with
applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis
for the decision of the arbitrator. Any such arbitration shall be held exclusively in Florida.

8.7      Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by
either party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party.

8.8       Entire Agreement. This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements
executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with
respect to the transactions contemplated hereby, and supersedes all prior agreements, written or oral, with respect hereof.


                                                                  Page 17 of 20
 8.9         Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

8.10      Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant,
agreement or provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

8.11        Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an
original copy hereof, but all of which together shall consider but one and the same document.

8.12       Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors,
successors and assigns.

8.13        Press Releases . The parties will mutually agree as to the wording and timing of any informational releases concerning this
transaction prior to and through Closing.




                                                        SIGNATURE PAGE FOLLOWS




                                                                  Page 18 of 20
IN WITNESS WHEREOF, the parties have executed this agreement on the Date first above written.



FOUR STAR HOLDINGS, INC.




By: /s/ Bobby R. Smith, Jr.
 Name: Bobby R. Smith, Jr.
Its:    Chief Executive Officer
Date: March 31, 2010

FOUR STAR REALTY, LLC




By: /s/   Frances Mize
Name:     Frances Mize
Its:      Managing Member
Date:     March 31, 2010




                                                         Page 19 of 20
                         SCHEDULE A



                                                           Un-Restricted
                                                             Common          Restricted
Entity   Description   Amount Owed       Preferred Stock   Stock or Cash   Common Stock




                         Page 20 of 20
                              Exhibit 21.1




    List Of Subsidiaries




Ridgefield Development Corp

   Four Star Realty LLC
                                               CONSENT OF INDEPENDENT AUDITOR




The Board of Directors
Four Star Holdings, Inc.


Gentlemen:

This letter will authorize you to include the Audit of Dragon‟s Lair Holdings, Inc. dated February 4, 2010 for the years ended December 31,
2009 and 2008 in the Registration Statement Form S-1 to be filed with the Securities and Exchange Commission. We also consent to your
reference to Lake & Associates, CPA‟s LLC as experts in accounting and auditing.

Yours Truly,

/s/ Lake & Associates, CPA’s LLC
Lake & Associates, CPA’s LLC
July 8, 2010
                            Consent of Labrozzi & Co., PA, Independent Registered Public Accounting Firm

       We consent to the reference to our firm under the caption “Experts and Independent Accountants” in the Registration Statement (Form
S-1) and related Prospectus of Four Star Holdings, Inc. for the registration of its common stock and to the disclosure of our reports dated
January 21, 2010 and February 27, 2010, with respect to the audited financial statements of Four Star Realty, LLC and Ridgefield Development
Corporation, Inc. respectively for the years ended December 31, 2009 and 2008 in accordance under the Exchange Act Regulation S-X (17
CFR §210.3-05.


/s/ Labrozzi & Co., PA
Labrozzi & Co., PA
Miami, FL

July 08, 2010