UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________     

 

Commission file number 333-237100

  

STARK FOCUS GROUP INC.

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)

 

Suite 3001, 505 6th Street SW,

Calgary, Alberta, Canada T2P 1X5

(Address of principal executive offices, including zip code.)

 

(403) 237 - 8330
(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. YES ☒    NO ☐

 

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). YES ☒    NO ☐

 

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	☐
Non-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 ☐    NO ☒

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 10,220,830 shares as of May 14, 2021.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheet as of March 31, 2021 (unaudited) and December 31, 2020 (audited)		3
	Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2021 and 2020		4
	Unaudited Consolidated Statement of Changes in Stockholders’ Equity		5
	Unaudited Consolidated Statement of Cash Flows for the Three Months Ended, March 31, 2021 & 2020		6
	Notes to The Unaudited Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13
Item 4.	Controls and Procedures		13
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		15
Item 1A.	Risk Factors		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3.	Defaults upon Senior Securities		15
Item 4.	Mine Safety Disclosures		15
Item 5.	Other Information		15
Item 6.	Exhibits		16
SIGNATURES			17

 

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PART I. FINANCIAL INFORMATION

 

STARK FOCUS GROUP INC.
Consolidated Balance Sheet
		March 31,				December 31,
		2021				2020
		(Unaudited)				(Audited)
ASSETS
Current Assets
Cash & Cash Equivalents		$	2,893			$	3,100
Prepaid Expenses			-				-
TOTAL ASSETS		$	2,893			$	3,100
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	19,587			$	15,822
Due to related party			54,250				43,082
Total Liabilities			73,837				58,904
Stockholders’ Equity
Common stock, ($0.0001 par value, 100,000,000 shares authorized 10,220,830 as of March 31, 2020 and December 31, 2019			1,022				1,022
Additional Paid in Capital			43,026				43,026
Retained Earnings			(114,992	)			(99,852	)
Total Stockholders’ Equity			(70,944	)			(55,804	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY		$	2,893			$	3,100
The annexed notes form an integral part of these financial statements.

  

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STARK FOCUS GROUP INC.
Consolidated Statement of Operations
(Unaudited)
										For the period from
		For the three months				For the three months				April 10, 2019
		ended				ended				(Inception) to
		March 31, 2021				March 31, 2020				March 31, 2021
Revenue		$	6,360			$	6,221			$	76,712
Cost of Revenue			5,233				5,280				63,571
Gross Profit			1,127				941				13,141
Selling, General & Administrative Expenses			16,267				31,209				128,132
Income / (loss) from operations			(15,140	)			(30,268	)			(114,991	)
Net Income/ (Loss)		$	(15,140	)		$	(30,268	)		$	(114,991	)
Basic and diluted earnings per share		$	(0.00	)			(0.03	)
Weighted average number of common shares outstanding			10,220,830				1,022,830

  

The annexed notes form an integral part of these financial statements.    

  

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STARK FOCUS GROUP INC.
Consolidated Statement of Changes in Stockholders’ Equity
For the period ended March 31, 2021
(Unaudited)
										Additional
		Common Stock								Paid-in				Retained
		Shares				Amount				Capital				Earnings				Total
Balance, December 31, 2019			10,220,830			$	1,022			$	43,026			$	(8,000	)		$	36,048
Net profit (loss)			-				-				-				(91,852	)			(91,852	)
Balance, December 31, 2020			10,220,830			$	1,022			$	43,026			$	(99,852	)		$	(55,804	)
Net profit (loss)			-				-				-				(15,140	)			(15,140	)
Balance, March 31, 2021			10,220,830			$	1,022			$	43,026			$	(114,992	)		$	(70,944	)

 

The annexed notes form an integral part of these financial statements.      

  

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STARK FOCUS GROUP INC.
Consolidated Statement of Cash Flows
(Unaudited)
		For the				For the
		three months ended				three months ended
		March 31,				March 31,
		2021				2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(15,140	)		$	(30,268	)
Changes in operating assets and liabilities:
Prepaid expenses			-				7,522
Accounts payable and accrued expenses			3,765				127
Net cash provided by (used in) operating activities			(11,375	)			(22,619	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party			11,168				910
Share issuance			-				-
Net cash provided by (used in) financing activities			11,168				910
Net increase (decrease) in cash			(207	)			(21,709	)
Cash at beginning of period			3,100				30,320
Cash at end of period		$	2,893			$	8,611
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest		$	-			$	-
Income Taxes		$	-			$	-

 

The annexed notes form an integral part of these financial statements.     

 

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STARK FOCUS GROUP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2021

 

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. The Company was formed to engage in the development and operation of a business engaged in the supply and distribution of niche apparel products to markets worldwide.

 

On September 27, 2019, Stark Focus Group acquired 100% interest of Common Design Limited of Hong Kong (“Common Design”) as its wholly owned subsidiary. Common Design is a start-up wholesale clothing supplier, established on April 10, 2019 in Hong Kong, specializing in the supply and trading of niche apparel for distribution to markets worldwide. With operating headquarter located in Hong Kong, Common Design designs, sources, and markets a diverse portfolio of dress up, casual and athletic apparel products to its global clients, while maintaining close relationships with its suppliers and manufacturers to ensure competitive pricing and quality management.

 

NOTE 2. BASIS OF PRESENTATION

 

On September 27, 2019, the Company issued 8,000,000 common stock to acquire 100% interest of Common Design as its wholly owned subsidiary. The transaction results in Common Design’s shareholders taking control of the Company by voting rights through 78.27% of ownership interest, thus considered as the accounting acquirer according to guidance in the Accounting Standards Codification (“ASC”) 805-10.

 

As a result, these interim consolidated financial statements are presented as a continuation of Common Design’s financial statements with the assets and liabilities of the Common Design presented at their historical carrying values and the assets and liabilities of the Stark Focus Group, Inc. recognized on the date of the transaction.

 

The Company’s interim consolidated 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 condensed interim consolidated financial statements include the Company’s wholly owned subsidiary, Common Design Limited., and 100 percent of its assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.

 

While the information presented in the accompanying interim consolidated 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 period ended March 31, 2021 are not necessarily indicative of the results that can be expected for the year ended December 31, 2021.

 

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.

 

As of March 31, 2021, the Company has cash of $2,893 out of which $1,035 (CAD 1,347) denominated in Canadian Dollars which was translated at the year-end spot rate of 1.3014 CAD to 1 USD.

 

NOTE 3. GOING CONCERN

 

These condensed consolidated interim 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 condensed consolidated interim 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.

 

At March 31, 2021, the Company had $2,893 in cash and there were outstanding liabilities of $73,837. Management does not believe that the company’s current cash position is sufficient to cover the expenses they will incur during the next twelve months.

 

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In addition, the recent outbreak of the novel coronavirus, commonly referred to as “COVID-19”, in China and throughout the world is expected to adversely affect the economic conditions in Asia and throughout the world, and could adversely affect our business, results of operations and financial condition.

 

These conditions raise 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. 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 December 31, 2019.

 

Due to the effect of COVID-19, certain financial assets and liabilities may not longer have inputs to justify its fair value level classification in the fair value hierarchy. In these cases, the Company may be required to use different inputs or sources of input to reclassify fair value measurements. However, COVID-19’s current and foreseeable impact on the Company’s fair value measurement is immaterial as the fair values of the Company’s financial instruments were assumed to approximate carrying values of on-balance-sheet financial instruments since they are short term in nature. These financial instruments include cash, accounts payable, and related party loan payable.

 

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. Cash and Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

e. Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

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f. Revenue Recognition

 

Management uses the 5 steps framework of ASC 606 to recognize revenue, as follows:

 

1.

Identify contract with customer

   

	a.	Approval (in writing, orally, or in accordance with other customary business practices) and commitment of the parties;
	b.	Identification of the rights of the parties;
	c.	Identification of the payment terms;
	d.	Contract has commercial substance; and
	e.	Probable that the entity will collect the consideration to which it will be entitled in exchange for the good or service that will be transferred to the customer.

   

2.

Identify performance obligations

   

a.

At contract inception, management assesses the goods or services promised in a contract with a customer and identifies as a performance obligation each promise to transfer to the customer either: a) A good or service (or a bundle of goods or services) that is distinct b) A series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer

   

	3.	Determined expected transaction price
		a.	The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer
	4.	Allocate to performance obligations
		a.	Once the separate performance obligations are identified and the transaction price has been determined, management allocates the transaction price to the performance obligations in proportion to their standalone selling prices
	5.	Recognize revenue upon transfer of control over goods/services
		a.	management recognizes revenue only when it satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is considered to be transferred when the customer obtains control.
		b.	The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset.
		c.	Control is assessed primarily from the customer’s perspective.

   

g. Cost of Sales

 

Amounts that will be recorded as cost of sales relate to direct expenses incurred in order to fulfill orders of our customers. Such costs are recorded and allocated as incurred. Our cost of sales will consist primarily of the cost of product and shipping expenses.

 

h. Fixed Assets

 

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, (if any). The Company utilizes straight-line depreciation over the estimated useful life of the asset.

 

Property – 40 years

Office Equipment – 5 years

 

i. 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.

 

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j. 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 6. RELATED PARTY TRANSACTIONS

 

As of March 31, 2021, amount outstanding to related parties in total was $54,250, which were unsecured, non-interest bearing advance from related parties with no specific repayment terms.

 

Effective from September 01, 2019, our wholly owned subsidiary Common Design Limited have executed a consulting agreement for monthly services with one of its related party under which he is entitled to HKD 5,000 (equivalent to USD 641) monthly fee.

 

Also on July 1, 2020, Common Design Limited have executed monthly rent agreement with one of its related party for office space in Hong Kong at HKD 2,000 (equivalent to USD 256).

 

NOTE 7. SHARE CAPITAL

 

On July 3, 2018, the Company incorporated with a seed capital of $31 (CAD$40) for 200,000 common stock.

 

On December 28, 2018, the Company closed a private placement and issued 1,643,000 common stock for gross proceeds of $37,943 (CAD$49,290). On August 8, 2019, 330,000 of these common stocks were cancelled due to the withdrawal of subscription, resulting in a reduction of $7,621 (CAD$9,900) in share equity.

 

On February 28, 2019, the Company closed a private placement and issued 707,830 common stock for gross proceeds of $16,108 (CAD$21,235).

 

On September 27, 2019, the Company issued 8,000,000 common stock to acquire 100% interest of Common Design as its wholly owned subsidiary (See Note 4).

 

As of March 31, 2021, the Company had 10,220,830 shares of common stock issued and outstanding.

 

NOTE 8. WARRANTS AND OPTIONS

 

There are no warrants or options outstanding to acquire any additional shares of common.

 

NOTE 9. COMMITMENTS AND CONTINGENCIES

 

The Company has no commitments and contingencies liabilities to be disclosed.

 

NOTE 10. CONCENTRATIONS

 

Initial sales are concentrated with one client. Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts (if any).

 

NOTE 11. LEGAL MATTERS

 

The Company has no known legal issues pending.

 

NOTE 12. SUBSEQUENT EVENT

 

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from March 31, 2020 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.

 

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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 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 primarily focused on sourcing and marketing a diverse portfolio of dress up, casual and athletic apparel products to its global clients, while maintaining close relationships with its suppliers and manufacturers to ensure competitive pricing and quality management. In addition, Common Design also plans to develop its own apparel products for manufacturing and sales to clients.

 

Results of Operations

 

Three months ended March 31, 2021 compared to the three months ended March 31, 2020

 

Revenues and Operating Expenses:

 

We generated $6,360 in sale revenues and incurred $5,233 in cost of sales for the three months ended March 31, 2021 compared to revenues of $6,221 and cost of sales of $5,280 for the three months ended March 31, 2020.

 

Selling, General and Administrative Expense:

 

Selling, general and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees. Selling, general and administrative expenses were $16,267 for the three months ended March 31, 2021 compared $31,209 for the three months ended March 31, 2020.

 

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Net Loss:

 

Net loss was $15,140 for the three months ended March 31, 2021 compared to a net loss of $30,268 for the three months ended March 31, 2020.

 

Cash Used in Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2021 was $11,375 compared to net cash used in operating activities of $22,619 for the three months ended March 31, 2020.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2021 was $11,168 consisting of advance from related parties compared to $910 from advance from related parties for the three months ended March 31, 2020.

 

Total Assets:

 

The Company’s total assets were $2,893 as at March 31, 2021 compared to total assets of 3,100 as at December 31, 2020.

 

Total Liabilities:

 

The Company’s total liabilities were $73,837 as at March 31, 2021 compared to total liabilities of $58,904 as at December 31, 2020.

 

Stockholders’ Equity:

 

The Company’s shareholders’ equity was negative $70,944 as at March 31, 2021 compared to shareholder’s equity of negative $55,804 as at December 31, 2020.   

 

Liquidity and Capital Resources

 

As at March 31, 2021, we had cash and cash equivalents of $2,893, total current assets of $2,893 and our total current liabilities of $73,837.

 

We had working capital deficiency of $70,944 as at March 31, 2021 compared to working capital deficiency of $55,804 as at December 31, 2020.

 

We received advance from related parties of $11,168 during the three months ended March 31, 2021.

 

Capital Resources

 

We anticipate we will need $55,000 for operations for the next 12 months, which includes $12,500 for selling, general and administrative purposes; $12,500 for professional fees, including legal and audit fees; $20,000 for consulting fees; and $10,000 for working capital. 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, issuances of additional shares will result in dilution to our existing stockholders.

 

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Off-Balance Sheet Arrangements

 

As of March 31, 2021, 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 March 31, 2021, we did not have any contractual obligations and commitments.

 

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 March 31, 2021.

 

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.

   

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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 March 31, 2021 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 March 31, 2021, 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 March 31, 2021, 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.

 

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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

 

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ITEM 6. EXHIBITS

 

The following exhibits are included with this quarterly filing:

 

Exhibit No.		Description
31.1		Sec. 302 Certification of Chief Executive Officer/Chief Financial Officer
32.1		Sec. 906 Certification of Chief Executive Officer/Chief Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

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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: May 17, 2021	By:	/s/ Mario Todd
		Mario Todd
		Chief Executive Officer and Chief Financial Officer
		Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

  

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