UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
||||
|
|
|
||||
|
FOR THE QUARTERLY PERIOD ENDED
|
|||||
|
|
|
||||
|
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
||||
For the transition period from _______________ to ___________________
Commission file number
|
|
|
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code.)
(
(Telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
|
Securities registered pursuant to Section 12(b) of the Act: |
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
None |
None |
None |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
|
☒ |
Smaller reporting company |
|
|
|
|
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
|
|
TABLE OF CONTENTS
| 2 |
|
|
| Table of Contents |
PART I. FINANCIAL INFORMATION
|
STARK FOCUS GROUP INC. |
||||||||
|
Balance Sheet |
||||||||
|
|
|
|
|
|
|
|
||
|
ASSETS |
||||||||
|
|
|
|
|
|
|
|
||
|
|
|
September 30, |
|
|
December 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
(Unaudited) |
|
|
(Audited) |
|
||
|
|
|
|
|
|
|
|
||
|
Current Assets |
|
|
|
|
|
|
||
|
Cash & cash equivalents |
|
$ |
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
|
|
|
|
|
|
|
Demand loan payable due to related party – note 5 and 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Liabilities |
|
|
|
|
|
|
|
|
|
Promissory note due to related party – note 5 and 6 |
|
|
|
|
|
|
|
|
|
Convertible note – note 8 |
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Common stock, ($
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital |
|
|
|
|
|
|
|
|
|
Deficit |
|
|
(
|
) |
|
|
(
|
) |
|
Total Stockholders' Deficit |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
|
$ |
|
|
|
|
|
|
The annexed notes form an integral part of these financial statements.
| 3 |
|
|
| Table of Contents |
|
STARK FOCUS GROUP INC. |
||||||||||||||||
|
Statement of Operations |
||||||||||||||||
|
(Unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
For the three months ended September 30, |
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
General and Administrative |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / (loss) from operations |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income/ (Loss) |
|
$ |
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
|
$ |
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Weighted average number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The annexed notes form an integral part of these financial statements.
| 4 |
|
|
| Table of Contents |
|
STARK FOCUS GROUP INC. |
||||||||||||||||||||
|
Statement of Changes in Stockholders' Equity |
||||||||||||||||||||
|
For the period ended September 30, 2025 |
||||||||||||||||||||
|
(Unaudited) |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|||||||||
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
|
|||||||||
|
|
|
Shares |
|
|
Amount ($) |
|
|
Capital ($) |
|
|
Earnings ($) |
|
|
Total ($) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Balance, December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|||||
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
|
|
||||||||
|
|
|
Shares |
|
|
Amount ($) |
|
|
Capital ($) |
|
|
Earnings ($) |
|
|
Total ($) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Balance, December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
The annexed notes form an integral part of these financial statements.
| 5 |
|
|
| Table of Contents |
|
STARK FOCUS GROUP INC. |
||||||||
|
Statements of Cash Flows |
||||||||
|
(Unaudited) |
||||||||
|
|
|
|
|
|
||||
|
|
|
For the |
|
|
For the |
|
||
|
|
|
nine months ended |
|
|
nine months ended |
|
||
|
|
|
September 30, |
|
|
September 30, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
|
Net income (loss) |
|
$ |
(
|
) |
|
|
(
|
) |
|
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
|
|
provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Finance cost |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
(
|
) |
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Convertible note |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
Cash paid during period for : |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
|
|
|
|
|
|
|
Income Taxes |
|
$ |
|
|
|
|
|
|
The annexed notes form an integral part of these financial statements.
| 6 |
|
|
| Table of Contents |
STARK FOCUS GROUP, INC.
NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2025
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Stark Focus Group, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 3, 2018.
On September 27, 2019, Stark Focus Group acquired
On August 9, 2021, the Company entered into a share purchase agreement with to sell its
On July 18, 2022, the Company announced that it is entering the Drone / Unmanned Aerial Vehicles market with the launch of its new brand, RevoluDrones. On July 20, 2022, the Company purchased 10-month licenses for 4 patents Hto assist in its drone business.
NOTE 2. BASIS OF PRESENTATION
The Company’s interim financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of application as the Company’s December 31, 2024 annual financial statements. While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the periods ended September 30, 2025 are not necessarily indicative of the results that can be expected for the year ended December 31, 2025.
The Company has a December 31, year-end.
Functional and Presentation Currency
The Company’s foreign operations are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company uses US Dollars as its functional and presentation currency.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern.
NOTE 3. GOING CONCERN
As of September 30, 2025, the Company had no cash and there were outstanding liabilities of $
Management does not believe that the company's current financial position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.
| 7 |
|
|
| Table of Contents |
For the next twelve months, the Company will primarily rely on equity sales of common stock and loans from related parties to raise additional funds. Presently, the Company does not have any arrangements or commitments in place. There is no assurance that the Company will achieve raising additional fund.
In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
b. Fair Value of Financial Instruments
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025.
c. Earnings per Share
ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
d. Revenue Recognition
In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs.
e. Income taxes
The Company follows the guideline under ASC Topic 740 Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements.
There are no uncertain tax positions as at September 30, 2025.
| 8 |
|
|
| Table of Contents |
f. Foreign Currency Translation and Balances
Transactions in foreign currencies are initially recorded by the Company at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Exchange gains or losses arising from translation are recognized in the statement of operation.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Foreign operations
The assets and liabilities of foreign operations are translated to U.S. dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into U.S. dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income in the accumulated other comprehensive income (loss).
Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.
g. Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU enhances segment disclosure requirements, including new disclosures of significant segment expenses, management performance measures, and interim segment profit or loss. It also requires public companies to disclose the title and position of the chief operating decision maker (CODM) and clarify the basis of measurement used in evaluating segments.
ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company adopted ASU 2023-07 in fiscal 2024. At present, the adoption has no material impact to the Company’s financial statements. The Company currently reports as a single operating segment. However, if in future periods the Company determines it operates more than one reportable segment, ASU 2023-07 requires expanded disclosures, including the nature of significant expenses and any internal management performance metrics. Management will continue to monitor its segment structure and evaluate the ASU’s disclosure requirements accordingly.
h. Recently Issued Accounting Guidance
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company’s financial statements.
NOTE 5. RELATED PARTY TRANSACTIONS
As of March 31, 2025, the Company had a promissory note agreement with a related party that were used to finance patent license acquisitions in 2022 and a demand loan facility arrangement with a shareholder to provide working capital (Note 6). Terms and conditions of these arrangements are discussed in Note 6 and Note 7, respectively.
NOTE 6. PROMISSORY NOTE AND INTEREST
On July 20, 2022, the Company entered into a 2-year promissory note of $
During the three months and nine months ended September 30, 2025, total interest expense on the promissory note was $
| 9 |
|
|
| Table of Contents |
NOTE 7. DEMAND LOAN PAYABLE
During the year ended December 31, 2021, the Company secured a loan facility from a shareholder to provide working capital. The loan is non-interest bearing and due upon demand.
As of September 30, 2025, the balance of the demand loan payable was $
NOTE 8. CONVERTIBLE DEBT
2025 Activity:
On September 30, 2025, the Company issued a convertible note for a net proceed of $
During the three and nine months ended September 30, 2025, related interest expense of $1,652 and
As of September 30, 2025, the total outstanding principal and accrued interest on convertible debt was $
Prior Period Activity:
On December 31, 2024, the Company issued a convertible note for a net proceed of $
The convertible notes are governed by indentures dated as above. The Indentures do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of the Company's securities by the Company.
NOTE 9. SHARE CAPITAL
On December 3, 2021, the Board of Directors approved a plan with certain shareholders of the Company to repurchase an aggregate of
As of September 30, 2025, the Company had
As of September 30, 2025, the company did not have any warrants or options outstanding.
NOTE 10. SUBSEQUENT EVENT
In accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2025 through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| 10 |
|
|
| Table of Contents |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Stark Focus Group Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason.
In this Quarterly Report, unless otherwise noted, the words "we," "our," "us," or the "Company” refer to Stark Focus Group Inc. and our wholly owned subsidiary, Common Design Limited.
General Overview
We were incorporated on July 3, 2018 in the state of Nevada, USA. We acquired 100% interest of Common Design, a Hong Kong corporation as our wholly-owned subsidiary pursuant to a share exchange agreement dated September 20, 2019. Common Design was a start-up wholesale clothing supplier, established on April 10, 2019, specializing in the supply and trading of niche apparel for distribution to markets worldwide. With operating headquarters located in Hong Kong, Common Design was primarily focused on sourcing and marketing a diverse portfolio of dress up, casual and athletic apparel products to its global clients.
On August 9, 2021 we entered into a share purchase agreement wherein the Company is to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021.
On July 18, 2022, we announced that we were entering into the Drone / Unmanned Aerial Vehicles market with the launch of a new brand, RevoluDrones. We expected our initial range of drone models to be ready for commercial release in an estimated timeframe of 4 to 6 months and be made available to consumers directly via our website (www.Revoludrones.com) and selected retail channels.
Results of Operations
Three months ended September 30, 2025, compared to the three months ended September 30, 2024:
Revenues and Sale Expenses:
We generated $Nil in revenues and incurred $Nil in cost of sales for the three months ended September 30, 2025 and 2024.
| 11 |
|
|
| Table of Contents |
Other Operating and General and Administrative Expenses:
During the three months ended September 30, 2025, we incurred $Nil in advertising and promotion, $Nil in research and development and $5,597 in general and administration compared to $Nil in advertising and promotion, $Nil in research and development and $5,136 in general and administration for the three months ended September 30, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.
Net Loss:
Net loss was $7,642 for the three months ended September 30, 2025 compared to a net loss of $6,341 for the three months ended September 30, 2024.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Revenues and Sale Expenses:
We generated $Nil in revenues and incurred $Nil in cost of sales for the nine months ended September 30, 2025 and 2024.
Other Operating and General and Administrative Expenses:
During the nine months ended September 30, 2025, we incurred $Nil in advertising and promotion, $Nil in research and development and $26,131 in general and administration compared to $Nil in advertising and promotion, $Nil in research and development and $31,008 in general and administration for the nine months ended September 30, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.
Net Loss:
Net loss was $31,468 for the nine months ended September 30, 2025, compared to a net loss of $33,740 for the nine months ended September 30, 2024.
Cash Used in Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025 was $28,081 compared to net cash used in operating activities of $31,008 for the nine months ended September 30, 2024.
Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025, was $28,081 consisting of convertible note compared to net cash provided by financing activities of $31,008 consisting of convertible note from third party for the nine months ended September 30, 2024.
Total Assets:
The Company’s total assets were $Nil as of September 30, 2025 and 2024.
Total Liabilities:
The Company’s total liabilities were $172,156 as of September 30, 2025 compared to total liabilities of $140,688 as of December 31, 2024.
Stockholders’ Deficit:
The Company’s stockholders’ deficit was $172,156 as of September 30, 2025 compared to a stockholder’s deficit of $140,688 as of December 31, 2024.
| 12 |
|
|
| Table of Contents |
Liquidity and Capital Resources
As of September 30, 2025, we had $Nil in current assets and total current liabilities of $72,298.
We had working capital deficiency of $72,298 as at September 30, 2025 compared to working capital deficiency of $74,248 as at December 31, 2024.
Capital Resources
We anticipate we will need $60,000 for operations for the next 12 months, which includes $15,000 for marketing and business development; $25,000 for selling, general and administrative purposes; and $20,000 for professional fees, including legal and audit fees. Based on the foregoing, our cash on hand will not be adequate to satisfy our ongoing cash requirements.
Future Financings
We anticipate we will need additional financing to fund our business operations in the future and will primarily rely on equity sales of our common stock and loans from related parties. We presently do not have any arrangements or commitments for additional financing in place. There is no assurance that we will achieve additional financing by either sales of our equity securities or by debt financing. In addition, issuance of additional shares will result in dilution to our existing stockholders.
Off-Balance Sheet Arrangements
As of September 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity capital expenditures, or capital resources that is material to investors.
Contractual Obligations and Commitments
As of September 30, 2025, we did not have any contractual obligations and commitments other than the promissory note, demand loan and convertible note described in the Notes to the Unaudited Interim Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a “small reporting issuer”, the Company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025.
Our management, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.
Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:
|
|
1) |
We have an inadequate number of personnel. |
|
|
2) |
We do not have sufficient segregation of duties within our accounting functions. |
|
|
3) |
We have insufficient written policies and procedure over our disclosures. |
| 13 |
|
|
| Table of Contents |
Evaluation of Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has conducted, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of September 30, 2025, our company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.
Changes in Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
| 14 |
|
|
| Table of Contents |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of the Company’s directors and officers, the Company is currently not a party to any material pending legal proceeding.
ITEM 1A: RISK FACTORS
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
| 15 |
|
|
| Table of Contents |
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing:
|
Exhibit No. |
|
Description |
|
|
Sec. 302 Certification of Chief Executive Officer/Chief Financial Officer |
|
|
|
Sec. 906 Certification of Chief Executive Officer/Chief Financial Officer |
|
|
101 |
|
Interactive data files pursuant to Rule 405 of Regulation S-T |
| 16 |
|
|
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Stark Focus Group Inc. Registrant |
|||
| Date: November 14, 2025 | By /s/ Cao Zhi Fen | ||
|
|
|
Cao Zhi Fen Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
| 17 |