STARINVEST GROUP, INC. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

For the period ended September 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ______________

COMMISSION FILE NUMBER: 814-00652

StarInvest Group, Inc.

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(Exact name of registrant as specified in its charter)

Nevada 91-1317131

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(State of other jurisdiction of incorporation or organization) (IRS Employer Identification)

3300 North A Street Suite 2-210

Midland, Texas

(Address of principal executive offices)

79705

(Zip Code)

Registrant's Telephone Number: (432) 682-8373

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15 (d) of the Securities Exchange Act of 1934 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 past 90 days YES [X] NO [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes o No x

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 companyx

(Do not check if a smaller reporting company)

State the number of shares outstanding of each of the issuer's classes of common equity, as the latest practicable date: There were 201,970,200 shares of the Registrant's common stock issued and outstanding as of November 10, 2010.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

StarInvest Group, Inc.

FORM 10-Q

QUARTERLY PERIOD ENDED September 30, 2010

TABLE of CONTENTS

PART I - FINANCIAL INFORMATION	3

Item 1 - Financial Statements	3

Balance Sheets as of September 30, 2010 (Unaudited)	3
and December 31, 2009

Statements of Operations (Unaudited) For the Three Months	4
Ended September 30, 2010 and 2009.

Statements of Operations (Unaudited) For the Nine Months	5
Ended September 30, 2010 and 2009.

Statements of Cash Flows (Unaudited) For the Nine Months Ended	6
September 30, 2010 and 2009

Statement of Investments for September 30, 2010	7

Notes to Financial Statements	7 to 10

Item 2 - Management's Discussion and Analysis of Financial	10
Condition and Results of Operations

Item 3 - Quantitative and Qualitative Disclosures about	16
Market Risk

Item 4 - Controls and Procedures	16

PART II - OTHER INFORMATION	17

Item 1 - Legal Proceedings	17

Item 1A – Risk Factors	17

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3 - Default upon Senior Securities	18

Item 4 - Submission of Matters to a Vote of Security Holders	18

Item 5 - Other Information	18

Item 6 – Exhibits	18

Signatures	19

Item 1 - Financial Statements

STARINVEST GROUP, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 2010 & DECEMBER 31, 2009

	2010			2009
ASSETS	(unaudited)			(audited)
Current Assets
Cash	$	4,353		$	11,527
Receivable, deposits and other		33,314			179,476
Total current assets		37,667			191,003

Computers and software (net)		146,877			150,809


Investments and loans (cost of $1,154,999 & $649,999)		1,173,231			721,630
Website and organization costs (net)		668,595			619,415
Goodwill		2,025,011			2,070,010

Total assets	$	4,051,381		$	3,752,867


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	853,608		$	671,891
Loans payable		2,397,966			1,143,526
Total current liabilities		3,251,574			1,815,417

Long term liabilities		25,000			27,752

Stockholders' equity
Common stock, $.001 par value, 900,000,000 shares
authorized; 201,970,200 and 201,620,200 shares issued
and outstanding, respectively		201,970			201,620
Additional paid-in-capital		16,576,395			16,135,579
Accumulated deficit		(16,003,558	)		(14,427,501	)
Total stockholders' equity		774,807			1,909,698

Total liabilities and stockholders' equity	$	4,051,381		$	3,752,867

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,

	2010			2009
	(unaudited)			(unaudited)
Income
Interest	$	-		$	11,250
Stock transfer income		2,296			11,375
Consulting income		6,613			3,532
Total income		8,909			26,157
Cost of goods sold		17,889			4,422
Gross Profit		(8,980	)		21,735
Expenses:
General and administrative		109,256			79,000
Professional Fees		9,041			88,385
Interest Expense		17,446			11,653
Total expenses		135,743			179,038

Loss before other income (expenses)		(144,723	)		(157,303	)

Net Realized and Unrealized Gains (Losses):
Net realized gain (loss) on investments					-
Net unrealized gain (loss) on investments		(39,401	)		(331,739	)
Total net gains (losses)		(39,401	)		(331,739	)

Net loss	$	(184,124	)	$	(489,042	)

Basic earnings (loss) per common share	$	(0.00	)	$	(0.01	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic		201,970,200			90,854,104
Weighted average common shares outstanding - diluted		260,792,121			93,822,875

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,

	2010			2009
	(unaudited)			(unaudited)
Income
Interest	$	11,250		$	33,750
Stock transfer income		21,773			19,585
Consulting income		66,832			8,398
Total income		99,855			61,733
Cost of goods sold		320,401			4,963
Gross Profit		(220,546	)		56,770
Expenses:
General and administrative		518,493			231,936
Professional Fees		150,054			145,895
Interest Expense		49,649			31,348
Total expenses		718,196			409,179

Loss before other income (expenses)		(938,742	)		(352,409	)

Net Realized and Unrealized Gains (Losses):
Net realized gain (loss) on investments		-			9,399
Net unrealized gain (loss) on investments		(116,426	)		(331,739	)
Total net gains (losses)		(116,426	)		(322,340	)

Net loss	$	(1,055,168	)	$	(674,749	)

Basic earnings (loss) per common share	$	(0.01	)	$	(0.01	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic		201,763,790			90,854,104
Weighted average common shares outstanding - diluted		251,487,835			92,546,877

STARINVEST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,

	2010			2009

Cash flows from operating activities:
Net loss	$	(1,055,168	)	$	(674,749	)

Adjustments to reconcile net loss to net
cash used in operating activities:
Net unrealized loss in investments		116,426			331,739
Depreciation and amortization		54,753			9,739
Interest expense		49,649			31,348
Interest income		(11,250	)		(33,750	)
Changes in assets and liabilities
(Increase) decrease in assets:
(Increase) decrease in receivable and prepaid expenses		146,162			(311,967	)
Other assets		-			(1,201	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		181,717			31,991
Total adjustments		537,457			57,899

Net cash used in operating activities		(517,711	)		(616,850	)

Cash flows from investing activities
Net cash (paid for) received from investments		(113,463	)		30,934
Net cash provided by investing activities		(113,463	)		30,934

Cash flows from financing activities
Net proceeds from (repayments of) loans		624,000			588,915
Payment to repurchase shares		-			-
Net cash provided (used) by financing activities		624,000			588,915

Net increase (decrease) in cash		(7,174	)		2,999

Cash, beginning of period		11,527			7,936

Cash, end of period	$	4,353		$	10,935

STARINVEST GROUP, INC.

STATEMENT OF INVESTMENTS

September 30, 2010

Investments	Business Description	Value -09/30/10	# Of Shares	Cost	Value	Status

West Texas Memorial Park, Inc	Cemetery	$648,528	446,680	$450,000	648,528	Private
Juniper Group	Debenture	$ 4,500	Debenture	4,500	4,500
Crownbutte Wind Power, Inc.	Alternative Energy	$ 20,203	315,215	$199,999	$20,203	CBWP.OB
South Seas	Real Estate	$ 500,000	Property	500,000	500,000

Total		$1,173,231		$1,154,999

Notes to the Financial Statements September 30, 2010

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements have been prepared by StarInvest Group, Inc. ("STIV" or the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2010, and the results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and related notes and schedules included in the Company's 2009 Annual Report filed on Form 10-K dated December 31, 2009. The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

The Company is currently offering transfer agent services through its wholly owned subsidiary My Transfer Agent, LLC, while Stocktransfer.com, provides the latest information on the transfer agent industry.

My Transfer Agent (“MTA”) provides "turn-key" solutions of transfer agent, legal, EDGAR and other related services to public and private companies. MTA serves as Transfer Agent performing the functions of original issue, cancellation and reissuance of stock certificates and uncertified shares. MTA is committed to delivering a complete package of products and services focused on today's technology but never losing sight that service is the first priority.

Stock Transfer.com (“ST”) is an agent’s resource information providing the latest information about the stock transfer industry to educate, inform companies with finding information about being or going public. Stocktransfer.com is also used as a vehicle to educate shareholders about their investments and give them access to services and professionals who can assist them.

EXX, LLC, a wholly owned subsidiary of StarInvest is specialized in providing trading solutions. Currently EXX is inactive following the resignations of both founders and operators. Mr. Dovico and Mr. Carter left the company with no management, and accrued liabilities. StarInvest is currently approaching a number of operators and company’s looking for a joint venture opportunity. STIV has also reserved its right to seek any available legal action to recover the losses incurred in this acquisition.

Todd & Co., a wholly owned subsidiary of StarInvest, was approved for retail by FINRA on August 5, 2010. The Company is currently awaiting for the final decision on its application for investment banking. The 1017 application has taken longer than expected, but STIV remains confident that at the end of the application process, Todd will become a fully operational broker/ dealer.

The Company is also retaining a portion of its portfolio focused in a wide variety of different sectors including but not limited to alternative resources, technology, real estate, and services. As of September 30, 2010, the Company has invested approximately $ 1,154,999 in 4 companies.

NOTE 2 - INVESTMENTS

As of September 30, 2010, the Company has retained 4 investments for a total of approximately $1,154,999 in funded capital and with a current valuation of $ 1,173,231. The Company’s investment portfolio consists of the following:

Investments	Description	Value
Crownbutte Wind Power, Inc	Equity	20,203
West Texas Memorial Park, Inc	Equity	648,528
Juniper Group	Debenture	4,500
South Seas Holding Corp.	Real Estate	500,000
Total		$1,173,231

No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include:

1) the fundamental analytical data relating to the investment,

2) the nature and duration of restrictions on disposition of the securities, and

3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, and in absence of a recent appraisal, the value of the investment shall be based on the following criteria:

1. Total amount of the Company's actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

2. Total revenues for the preceding twelve months ("R").

3. Earnings before interest, taxes and depreciation ("EBITD")

4. Estimate of likely sale price of investment ("ESP")

5. Net assets of investment ("NA")

6. Likelihood of investment generating positive returns (going concern).

The estimated value of each investment shall be determined as follows:

·	Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

·	Where revenues and/or earnings are present, then the value shall be the greater of one time (1x) revenues or three times (3x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if the Company has not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.

NOTE 3 - EQUITY TRANSACTIONS

None.

NOTE 4 - LOANS PAYABLE

September 30, 2010 December 31, 2009

Convertible Debentures payable with and aggregate

Principal of $1,452,104 due March, 2013 at

3% per annum, interest paid semi-annually. Accrued

Interest on these convertible debentures at September 30, 2010

Is $37,647.

Theses loans are unsecured. $1,537,751 $ 895,260

Loan to Reese-Cole Partnership is secured

By the assets of Starinvest Group $ 140,215 $ 140,215

Three Year Secured Convertible Promissory Note $ 500,000 $ -

Current loans payable, no interest accrued

These loans are unsecured. $ 220,000 $ 110,803

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Total current loans payable $ 2,397,966 $1,146,278

NOTE 5 – CURRENT QUARTER EVENTS

On September 13, 2010 STIV has purchased a undeveloped commercial property site on Long Island, New York through the issuance of a $500,000 3 year secured promissory note to South Seas Holding Corp. The site has great visibility and plans are being prepared to add a commercial building on the property.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Form 10-Q, references to the "Company," “STIV”, "we," “our” or "us" refer to StarInvest Group, Inc. unless the context otherwise indicates.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. In addition, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Our actual results may differ significantly from the results projected in the forward-looking statements. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. Valuations based on estimates are reviewed by us for reasonableness and conservatism on a consistent basis. Primary areas where our financial information is subject to the use of estimates, assumptions and the application of judgment include acquisitions, valuation of investments, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

The recoverability of long-lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.

INCOME TAXES

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of June 30, 2009, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.

VALUATION OF INVESTMENTS

As required by ASR 118, our investment committee is required to assign a fair value to all investments. To comply with Section 2(a) (41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in our portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.

1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, or in the absence of a recent appraisal, the value of the investment shall be based on the following criteria:

1.	Total amount of our actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

2.	Total revenues for the preceding twelve months ("R").

3.	Earnings before interest, taxes and depreciation ("EBITD")

4.	Estimate of likely sale price of investment ("ESP")

5.	Net assets of investment ("NA")

6.	Likelihood of investment generating positive returns (going concern).

The estimated value of each investment shall be determined as follows:

·	Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

·	Where revenues and/or earnings are present, then the value shall be the greater of one time (1x) revenues or three times (3x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

·	Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that we will not be able to recoup the investment or if there is reasonable doubt about the investments ability to continue as a going concern.

We have not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.

OUR STRATEGY

The Company’s strategy is focused on offering a full menu of services in the financial sector through its subsidiaries.

Todd & Company (“Todd”) has received FINRA’s approval of the firm’s 1017 application, and acceptance of STIV as the new owner. In June 2010 the management team of Todd was interviewed and approved by FINRA and it is now authorized to begin retail services. The Company is currently applying to receive Investment Banking approval by FINRA, in order to offer a full menu of services as per the Company’ strategy.

StarInvest representing itself and the other investors in Western Roses Memorial Park, Inc (“WR”), on May 5, 2010 decided to foreclose on the assets of the WR. The management of STIV setup a new company (West Texas Memorial Park, Inc “WTMP”) to facilitate the transfer of assets from WR,while working to correct the deficiencies and weakness caused by the previous management. On October 4, 2010 WTMP received approval from the Texas Banking Commission to begin operations, and it also received approval by the Texan Funeral Home Commission to operate the crematory. Currently, the 60.89 acre perpetual care cemetery situated between Midland and Odessa in West Texas is fully operating, and the new recruitment of Bob L. Roberts, effective September 1, 2010, will revamp operations and restore confidence in WTMP. Mr. Roberts has an impressive track record as turn-around expert of memorial parks, with over 25 years of management experience with the past 15 years concentrated in the cemetery/funeral industry.

In addition, in September STIV purchased a commercial property site on Long Island, New York. The site has great visibility and plans are being prepared to add a building on the property.

The strategy for MTA is to acquire smaller transfer agents, to aggregate the customer base and introduce new technologies and services to its customers

RESULTS OF OPERATIONS

Results of Operations For the three months ended September 30, 2010 compared to the three months ended September 30, 2009

Income

For the three months ended September 30, 2010 gross income totaled $8,909 as compared to $26,157 for the three months ended September 30, 2009. The primary difference was lower Interest Income and Stock Transfer income currently as compared to the 2009 period. For the nine months ended September 30, 2010 gross income totaled $99,855 as compared to $61,733 for the nine months ended September 30, 2009. Gross income increased due to the services provided by EXX.com and stock transfer income in the current nine months as compared to the nine months ending September 30, 2009.

Expenses

For the three months ended September 30, 2010 expenses totaled $135,743 as compared to $179,038 for the three months ended September 30, 2009. This decrease in expenses is due to EXX operations being put on hold currently. For the nine months ended September 30, 2010 expenses totaled $718,196 as compared to $409,179 for the nine months ended September 30, 2009. The increase in expenses is due to the operations of EXX for the first six months of 2010, which are not in the comparable 2009 period.

Loss before other income(expenses)

The Company’s loss before other income totaled $144,723 and $157,303, respectively for the three months ended September 30, 2010 and 2009. The decrease in loss is primarily due to decreased professional fees in the current quarter. The Company's loss before other income totaled $938,742 and $352,409, respectively for the nine months ended September 30, 2010 and 2009. This nine month increase in loss is primarily due to more expenses due to the newly acquired companies in the current period as compared to the period ended September 30, 2009.

Net Realized Gains

The Company had a net realized gain of $9,399 for the nine months ended September 30, 2009 as compared to no gains or losses realized for the nine months ended September 30, 2010.

Net Unrealized Losses

There were $39,401 in net unrealized losses for the three months ended September 30, 2010 as compared to $331,739 in unrealized losses for the comparable 2009 period. There was $116,426 in net unrealized losses for the nine months ended September 30, 2010 as compared to $331,739 in net unrealized losses for the nine months ended September 30, 2009. The net unrealized losses represent lower market valuations for some of the Company's portfolio companies.

Net Loss

The Company’s net loss totaled $184,124 and $489,042, respectively for the three months ended September 30, 2010 and 2009. This decrease in loss is primarily due to the large unrealized loss for the period ended September 30, 2009. The Company's net loss totaled $1,055,168 and $674,749, respectively for the nine months ended September 30, 2010 and 2009. The increase in loss is due to running the subsidiaries for the period ended September 30, 2010.

Results of Operations For the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2010, net cash used by operating activities was $517,711 as compared to $616,850 used by operating activities for the nine months ended September 30, 2009. The current nine month’s usage was due to the net loss of $1,055,168, interest expense of $49,649, interest income of $11,250, depreciation and amortization of $54,753 and an increase in accounts payable and accrued expenses of $181,717. In the corresponding period of 2009, cash was used primarily by the net loss of $674,749 and provided by interest expense of $31,348 and a decrease of $33,750 in non-cash interest income.

For the nine months ended September 30, 2010, there was $113,463 in cash used by investing activities as compared to $30,934 of cash provided by investing activities for the nine months ended September 30, 2009. In 2009, the Company sold shares of investments on the open market and had some realized gains.

For the nine months ended September 30, 2010, there was $624,000 provided by the proceeds generated by the sale of the Company securities through Regulation D. For the comparable nine month period ending September 30, 2009, there was $588,915 in cash provided by the proceeds generated by the sale of the Company securities through Regulation D

The Company anticipates a significant increase in capital expenditures to expand Todd’s operations, reestablish EXX’s services, and to support the growth of MTA. These expenditures are subjected to obtaining additional financing, of which there can be no assurance. The Company's capital requirements depend on numerous factors, including market acceptance of the Company's investment ability to obtain additional financing, technological developments, capital expenditures and other factors. The Company has an immediate need for additional financing to continue operations. The Company is seeking to obtain additional capital through the sale of its securities. If the Company does not immediately receive additional financing, the Company will be required to cease operations. If the Company obtains additional financing, of which there can be no assurance, the Company may sell its equity securities. The sale of additional equity or convertible debt securities could result in additional dilution to stockholders. There can be no assurance that financing will be available in the required amounts or on terms acceptable to the Company, if at all.

CONTRACTUAL OBLIGATIONS

The following table summarizes our outstanding contractual obligations as of September 30, 2010

Contractual obligations	Payments due by period
Contractual obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
[Long-Term Debt Obligations]	2,397,966	1,897,966	500,000
[Capital Lease Obligations]
[Operating Lease Obligations]
[Purchase Obligations]	25,000	25,000
[Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP]
Total	2,422,966	1,922,966	500,000

OFF BALANCE SHEET ARRANGEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 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 the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended September 30, 2010, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LACK OF SEGREGATION OF DUTIES

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1.A RISK FACTORS

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Removed and Reserved

None.

ITEM 5. Other Information

On October 12, 2010 STIV announced that West Texas Memorial Park, Inc. received approval from the Texas Banking Commission to began operations effective immediately. Newly licensed under the State Of Texas Perpetual Care laws, WTMP has recruited and hired Bob L. Roberts effective September 1, 2010. Mr. Roberts has over 25 years of management experience with the past 15 years concentrated in the cemetery/funeral industry. Mr. Roberts has an impressive track record as turn-around expert of memorial parks, and STIV is confident he will bring his talent to revamp operations and restore confidence in WTMP.

Effective November 05, 2010, the client-auditor relationship between StarInvest Group, Inc. (the "Company") and Larry O’Donnell, CPA, P.C. (the "Former Auditor") was terminated upon the dismissal of the Former Auditor as the Company’s independent registered accounting firm. Effective November 05, 2010, the Company engaged Bongiovanni & Associates, CPA’s ("B&A") as its principal independent public accountant to audit the Company's financial statements for the year ending December 31, 2010. The decision to change accountants was approved by the Company's Board of Directors, effective November 05, 2010, and was necessitated as a result of the sale of Larry O’Donnell, CPA, P.C. to De Joya Griffith & Company, LLC, a full service accounting firm based in Henderson, Nevada.

ITEM 6. Exhibits

Exhibit No. Description

------ -----------

31.1 Certification by Chief Executive Officer Pursuant to Section 302

31.2 Certification by Chief Financial Officer Pursuant to Section 302

32.1 Certification by Chief Executive Officer Pursuant to Section 906

32.2 Certification by Chief Financial Officer Pursuant to Section 906

SIGNATURE PAGE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 12, 2010

/s/ Robert H. Cole

------------------------

Robert H. Cole

Chief Executive Officer (principal executive and financial officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert H. Cole, Chief Executive Officer of StarInvest Group, Inc. (the “Company”) certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: November 12, 2010

/s/ Robert H. Cole

Robert H. Cole, Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert H. Cole, Chief Financial Officer of StarInvest Group, Inc. (the “Company”) certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company.

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: November 12, 2010

/s/ Robert H. Cole

Robert H. Cole, Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350, as adopted), Robert H. Cole, Chief Executive Officer of StarInvest Group, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2009 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2010

/s/ Robert H. Cole

Robert H. Cole

Chief Executive Officer (principal executive and financial officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350, as adopted), Robert Cole, Chief Financial Officer of StarInvest Group, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2009 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2010

/s/ Robert H. Cole

Robert H. Cole

Chief Financial Officer (principal executive and financial officer)

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STARINVEST GROUP, INC. Reports