This thesis bodies out a simple but challenging fun new game, the Q-Star Game, in JAVA. It may appear to be a simple puzzle game of linking numbers but Q-Star is not one that is easily finished, and therefore challenges the players’ minds. Q-Star game was inspired by a fairly popular offline toy called the cube, which the player must twist and turn the squares that make up the cube until each side is in one color. In Q-Star, instead of colors different numeric digits are used on each of the squares. Difficulty levels start with 3x3 (1-8) and continues on to 4x4 (1-15), 5x5 (1-24), and so on. The player must line up the numbers on each side. This thesis only mentions a two dimensional game which the player only needs to complete one side, but in the development of the next level it is planned to make it into a three dimensional game in which the player must align numbers on all six sides of the cube. As of right now it is merely a PC game but eventually a mobile version will be developed to be used on smart phones with the AnDroid, iPhones, or even regular cell phones. The Q-Star game also depends on luck when deciding which piece to rotate. Also, it only requires small memory space and the rules are simple, making it even more appropriate for cell phones. Even if the players continue to fail, the game will test their instant memory skills and allow them to apply the Trial and Error method and further develop their minds.