Stark Focus Group, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Stark Focus Group, Inc. has filed its 2023 annual report on Form 10-K, detailing its corporate structure and stock registration.</b>

AI Summary

Stark Focus Group, Inc. (SKFG) filed a Annual Report (10-K) with the SEC on April 15, 2024. Stark Focus Group, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive offices are located in Dania Beach, Florida. Stark Focus Group, Inc. is registered under the SIC code 5130 for Wholesale - Apparel, Piece Goods & Notions. The company's common stock, with a par value of $0.0001, is registered under Section 12(g) of the Act. The filing indicates that Stark Focus Group, Inc. is not a well-known seasoned issuer.

Why It Matters

For investors and stakeholders tracking Stark Focus Group, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Stark Focus Group, Inc.'s financial performance and operational status for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. The classification under SIC code 5130 and registration of common stock under Section 12(g) are key details for understanding the company's market position and regulatory compliance within the apparel wholesale sector.

Risk Assessment

Risk Level: low — Stark Focus Group, Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate financial performance data or significant operational updates that would indicate high risk.

Analyst Insight

Investors should review the full 10-K filing for detailed financial statements, risk factors, and management discussion to form a comprehensive investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (The reporting period for the 10-K filing.)
• 333-237100 — Commission File Number (SEC file number for Stark Focus Group, Inc.)
• 0.0001 — Par Value of Common Stock (Nominal value assigned to each share of common stock.)

Key Players & Entities

• Stark Focus Group, Inc. (company) — Filer of the 10-K report.
• Nevada (jurisdiction) — State of incorporation for Stark Focus Group, Inc.
• Dania Beach, FL (location) — Location of the principal executive offices.
• 5130 (SIC Code) — Standard Industrial Classification for Wholesale - Apparel, Piece Goods & Notions.
• Section 12(g) (regulatory) — Section of the Act under which common stock is registered.
• $0.0001 (dollar_amount) — Par value of the company's common stock.

FAQ

Risk Factors

• Compliance with SEC Reporting Requirements [low — regulatory]: The company must comply with ongoing reporting obligations under the Securities Exchange Act of 1934, including filing annual (10-K), quarterly (10-Q), and current (8-K) reports.
• Industry and Market Conditions [medium — market]: The company operates in the wholesale apparel sector, which is subject to fashion trends, consumer demand, and competitive pressures.
• Financial Stability and Funding [medium — financial]: As a public company, Stark Focus Group, Inc. may face challenges related to capital raising, liquidity, and profitability in a dynamic economic environment.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-15: Filing Date — Date the 10-K report was officially filed with the SEC.

Key Financial Figures

• $0.0001 — ection 12(g) of the Act: Common Stock, $0.0001 par value (Title of class) Indicate
• $10,000.00 — on of Ten Thousand Hong Kong Dollars (HK$10,000.00). The 10,000 shares represent all of th
• $0.0524 — Company's common stock, at a price of US$0.0524 per share from our previous majority sh
• $30,500 — ember 31, 2023, we incurred expenses of $30,500 in general and administration compared
• $2,691 — general and administration compared to $2,691 in advertising and promotion, $9,500 in
• $9,500 — to $2,691 in advertising and promotion, $9,500 in research and development and $36,377
• $36,377 — $9,500 in research and development and $36,377 in general and administration for the y
• $32,060 — service fees. Net Loss Net loss was $32,060 for the year ended December 31, 2023 co
• $49,273 — cember 31, 2023 compared to net loss of $49,273 for the year ended December 31, 2022.
• $30,533 — or the year ended December 31, 2023 was $30,533 compared to net cash used in operating
• $54,599 — et cash used in operating activities of $54,599 for the year ended December 31, 2022.
• $6,350 — 0,533 consisting of convertible note of $6,350 and loan from third party of $24,183 co
• $24,183 — of $6,350 and loan from third party of $24,183 compared to net cash provided by financ
• $5,967 — Nil as of December 31, 2023 compared to $5,967 total assets as of December 31, 2022.
• $93,463 — The Company's total liabilities were $93,463 as of December 31, 2023 compared to tot

Filing Documents

• stark_10k.htm (10-K) — 393KB
• stark_ex311.htm (EX-31.1) — 11KB
• stark_ex321.htm (EX-32.1) — 3KB
• stark_10kimg3.jpg (GRAPHIC) — 4KB
• stark_10kimg4.jpg (GRAPHIC) — 3KB
• 0001640334-24-000661.txt (&nbsp;) — 1717KB
• stark-20231231.xsd (EX-101.SCH) — 23KB
• stark-20231231_lab.xml (EX-101.LAB) — 116KB
• stark-20231231_cal.xml (EX-101.CAL) — 22KB
• stark-20231231_pre.xml (EX-101.PRE) — 88KB
• stark-20231231_def.xml (EX-101.DEF) — 21KB
• stark_10k_htm.xml (XML) — 123KB

Selected Financial Data

Selected Financial Data. 5 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. 5 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 8 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 8 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 10 Item 9A.

Controls and Procedures

Controls and Procedures. 10 Item 9B. Other Information. 11 Part III Item 10. Directors, Executive Officers and Corporate Governance. 12 Item 11.

Executive Compensation

Executive Compensation. 13 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. 15 Item 13. Certain Relationships and Related Transactions and Director Independence. 15 Item 14. Principal Accountant Fees and Services. 16 Item 15. Exhibits and Financial Statement Schedules. 17 2 Table of Contents PART I

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, including the risks in the section entitled "Risk Factors", which 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock. As used in this annual report, the terms "we", "us", "our" and the "Company", mean Stark Focus Group Inc. and our wholly owned subsidiary, Common Design Limited.

Description of Business

Item 1. Description of Business General Information 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 is 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 is in the apparel trading business. Common Design is 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 with a third party wherein we would sell our 10,000 shares of our former 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. Also on September 9, 2021, Compass North Holdings Limited purchased 8,280,000 shares of the Company's common stock, at a price of US$0.0524 per share from our previous majority shareholder. As a result of the acquisition of 8,280,000 shares of common stock, Compass North Holdings Limited holds approximately 81% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. 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. On July 20, 2022, the Company purchased 10-month licenses for 4 patents to assist in its drone business. 3 Table of Contents Other tha

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 As a "smaller reporting company", we are not required to provide the information required by this Item.

Properties

Item 2. Properties We do not own any real property. We are currently sharing office space with other parties.

Legal Proceedings

Item 3. Legal Proceedings We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not Applicable. 4 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 Our common stock is currently quoted on the OTC Markets (Pink). OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone and computer network connecting dealers. OTC Market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange. Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Holders As of December 31, 2023, there were 4 holders of record of our common stock and, 9,948,330 shares of our common stock were issued and outstanding. Dividends We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2023 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2023. Equity Compensation Plans We do not have in effect any compensation plans under which our equity securities are authorized for issuance, and we do not have any outstanding stock options. Purchases of Equity Securities by the Company We repurchased 272,500 of our shares of common stock during the fiscal year ended December 31, 2021.

Selected Financial Data

Item 6. Selected Financial Data As a "smaller reporting company", we are not required to provide the information required by this Item.

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 The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended December 31, 2023 and December 31, 2022 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. Results of Operations Year Ended December 31, 2023 compared to Year Ended December 31, 2022 Net Revenues We generated $Nil in revenues and incurred $Nil in cost of sales for the years ended December 31, 2023 and 2022. Selling, General and Administrative Expense During the year ended December 31, 2023, we incurred expenses of $30,500 in general and administration compared to $2,691 in advertising and promotion, $9,500 in research and development and $36,377 in general and administration for the year ended December 31, 2022. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees. Net Loss Net loss was $32,060 for the year ended December 31, 2023 compared to net loss of $49,273 for the year ended December 31, 2022. Cash Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2023 was $30,533 compared to net cash used in operating activities of $54,599 for the year ended December 31, 2022. 5 Table of Contents Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2023, was $30,533 consisting of convertible note of $6,350 and loan from third party of $24,183 compared to net cash provided by financing activities of $54,599 co

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk N/A.

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data For the audit report of GreenGrowth CPAs, Chartered Professional Accountant, and our audited financial statements for the year ended December 31, 2023, follow on pages F-1 through F-10. 7 Table of Contents STARK FOCUS GROUP, INC.

Financial Statements

Financial Statements For the years ended December 31, 2023 and 2022 (Stated in US Dollars) 8 Table of Contents STARK FOCUS GROUP, INC. FOR THE YEARS ENDED DECEMBER, 2023 AND 2022 INDEX TO FINANCIAL STATEMENTS PAGE Reports of Independent Registered Public Accounting Firm F-1 Balance Sheet F-2 F-3 F-4 F-5 Notes to the Audited Financial Statements F-6 9 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Stark Focus Group Opinion on the Financial Statements We have audited the accompanying balance sheet of Stark Focus Group (the Company) as of December 31, 2023, and the related statements of operations, stockholders' deficit, and cash flows for the year then ended 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 December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has limited operations and has sustained operating losses resulting in a deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this 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 fin

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