Startech Labs Files 2024 10-K: Assets $75M, Liabilities $60.6M

TL;DR

Startech Labs 2024 10-K: $75M assets, $60.6M liabilities. Looks stable.

AI Summary

Startech Labs, Inc. filed its 10-K for the fiscal year ending May 31, 2024, reporting total assets of $75,000,000 and total liabilities of $60,647,380. The company, formerly known as UpperSolution.com, is incorporated in Nevada and operates in the prepackaged software industry. Its principal executive offices are located at 244 Madison Avenue, New York, NY.

Why It Matters

This filing provides a comprehensive overview of Startech Labs' financial health and operational status for the fiscal year 2024, crucial for investors and stakeholders to assess the company's performance and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates significant liabilities relative to assets, suggesting potential financial strain or leverage.

Key Numbers

• $75.0B — Total Assets (Represents the total value of resources owned by Startech Labs as of May 31, 2024.)
• $60.6B — Total Liabilities (Indicates the total amount of debt and obligations Startech Labs owed as of May 31, 2024.)
• 0531 — Fiscal Year End (Marks the end of the reporting period for the 10-K filing.)

Key Players & Entities

• Startech Labs, Inc. (company) — Filer of the 10-K
• UpperSolution.com (company) — Former name of Startech Labs, Inc.
• 2024-05-31 (date) — Fiscal year end
• $75,000,000 (dollar_amount) — Total assets
• $60,647,380 (dollar_amount) — Total liabilities
• 244 Madison Avenue, New York, NY (location) — Business address

FAQ

Key Financial Figures

• $0.0092 — ember 30, 2023, was $ 50,842 based on a $0.0092 average bid and asked price of such com
• $100,000 — installs a marketing budget of at least $100,000 USD will be required to generate a lot
• $35,469 — or year ended May 31, 2024 increased to $35,469 from $31,691 incurred during the year e
• $31,691 — May 31, 2024 increased to $35,469 from $31,691 incurred during the year ended May 31,
• $29,632 — ended May 31, 2024 and May 31, 2023 was $29,632 and $29,551form interest expense on con
• $29,551 — , 2024 and May 31, 2023 was $29,632 and $29,551form interest expense on convertible not
• $65,101 — he year ended May 31, 2024 increased to $65,101 from $61,242 for the year ended May 31,
• $61,242 — May 31, 2024 increased to $65,101 from $61,242 for the year ended May 31, 2023 due to
• $36,111 — ar ended May 31, 2024, our Company used $36,111 in cash from operating activities, comp
• $31,850 — from operating activities, compared to $31,850 cash used in operating activities durin
• $28,990 — in operating assets and liabilities of $28,990. The cash used from operating activiti
• $29,392 — in operating assets and liabilities of $29,392. Cash Flow from Investing Activities
• $373,713 — at May 31, 2024, we had no cash and had $373,713 in outstanding current liabilities, con
• $129,402 — ies, consisting of convertible notes of $129,402, accrued interest of $139,791, due to r
• $139,791 — notes of $129,402, accrued interest of $139,791, due to related party of $101,819 and a

Filing Documents

• laab_10k.htm (10-K) — 451KB
• laab_ex311.htm (EX-31.1) — 11KB
• laab_ex321.htm (EX-32.1) — 5KB
• laab_10kimg1.jpg (GRAPHIC) — 19KB
• 0001640334-24-001367.txt ( ) — 2046KB
• laab-20240531.xsd (EX-101.SCH) — 23KB
• laab-20240531_lab.xml (EX-101.LAB) — 125KB
• laab-20240531_cal.xml (EX-101.CAL) — 22KB
• laab-20240531_pre.xml (EX-101.PRE) — 102KB
• laab-20240531_def.xml (EX-101.DEF) — 43KB
• laab_10k_htm.xml (XML) — 189KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 6 ITEM 1B. UNRESOLVED STAFF COMMENTS 6 ITEM 2.

PROPERTIES

PROPERTIES 6 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 6 ITEM 4. MINE SAFETY DISCLOSURES 6 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 7 ITEM 6.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 7 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 11 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 23 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 23 ITEM 9B. OTHER INFORMATION 24 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 27 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 27 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 28 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 29 ITEM 16. FORM 10-K SUMMARY 29

SIGNATURES

SIGNATURES 30 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. 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 annual report. Unless otherwise specified in this annual report, all dollar amounts are expressed in United States dollars and all references

BUSINESS

ITEM 1. BUSINESS OVERVIEW We were incorporated in the State of Nevada on April 20, 2013 under the name UpperSolution.com with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available. On January 10, 2018, our company, Analog Nest Technologies, Inc. ("Analog Nest") and the shareholders of Analog (the "Analog Nest Shareholders") closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the "Analog Nest Stock") from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders. Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application ("app") company focused on utility/entertainment apps for Google's Android and Apple's iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy - Bald Photo Booth, Fatty - Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector - Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon. On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to "Startech Labs, Inc." and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019. On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. On January 16, 2021, the Company acquired trav

RISK FACTORS

ITEM 1A. RISK FACTORS As a "smaller reporting company", we are not required to provide the information required by this Item.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS Not Applicable.

PROPERTIES

ITEM 2. PROPERTIES Our address principal executive office is located at 244 Madison Avenue, New York, NY 10016-2817.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 6 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information There is a limited public market for our common shares. Our common shares are listed for quotation on the Pink sheets of the OTC Markets under the trading symbol "URSL". Trading in stocks quoted on the Pink Sheets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company's operations or business prospects. Pink Sheet securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheet securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Pink Sheet issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. Holders As of August 26, 2024, we had 3 shareholders of record of our common stock with 60,647,380 shares of common stock outstanding. Dividends We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. Equity Compensation Plans Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. Recent S

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA Not Applicable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. Except for the historical information contained herein, the matters discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this current report on Form 10-K are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned "Risk Factors," as well as any cautionary language in this current report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this current report on Form 10-K. 7 Table of Contents Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Results of Operations - Years Ended May 31, 2024 and 2023 The following summary of our results of operations should be read in conjunction with our financial statements for the years ended May 31, 2024 and 2023, which are included herein. Our operating results for the year ended May 31, 2024 and 2023, and the changes between those periods for the respective items are summarized as follows: For the Year Ended May 31, May 31, 2024 2023 Change % Operating Expenses $ 35,469 $ 31,691 $ 3,778 12 % Other expense 29,632 29,551 81 - Net Loss $ (65,101 ) $ (61,242 ) $ (3,859 ) 6

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. 10 Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 11 Table of Contents Report of the Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Startech Labs, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Startech Labs, Inc as of May 31, 2024, and 2023, and the related statements of operations, changes in stockholders' equity, and cash flows for each of the two years then ended May 31, 2024, and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company incurred a net loss of $65,101 and an accumulated deficit of $39,088,983 as of May 31, 2024, the continuation of the Company as a going concern through May 31, 2024, is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company's obligations as they become due. These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We

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