SKFG 10-K & 10-Q changes, risk factors and insider trading
Stark Focus Group, Inc. · OTC · Wholesale-Apparel, Piece Goods & Notions · CIK 1794942 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Year Ended December 31, 2024 compared to Year Ended December 31, 2023”
Largest changes
“Year Ended December 31, 2024 compared to Year Ended December 31, 2023”see in full comparison
Net cash provided by financing activities for the year ended December 31,see in full comparison20242025 consisted solely of proceeds from convertible notes totaling$40,758$27,113 compared to net cash provided by financing activities of$30,533$40,758 consisting solely of convertible notesof $6,350 and loan from related party of $24,183for the year ended December 31,2023.2024.
“We had a working capital deficiency of $81,794 as of December 31, 2025 compared to a working capital deficiency of $74,248 as of December 31, 2024.”see in full comparison
During the year ended December 31,see in full comparison2024,2025, we incurred $34,659 in general and administrative expenses compared to $43,158 in general andadministration expenses compared to $30,500 in general and administrationadministrative expenses for the year ended December 31,2023.2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.
Cash and cash equivalents weresee in full comparison$Nil$0 as of December 31, 2025 and December 31, 2024. Our total current assets were$Nil$0 and our total current liabilities were$74,248$81,794 as of December 31,2024.2025. At the end of the year ended December 31,2023,2024, cash and cash equivalents were$Nil,$0, total current assets were$Nil,$0, and total current liabilities were$87,113.$74,248.
“We had a working capital deficiency of $74,248 as of December 31, 2024 compared to working capital deficiency of $87,113 as of December 31, 2023.”see in full comparison
Full comparison: every changed paragraph (16)
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Net Revenues
Year Ended December 31, 2025 compared to Year Ended December 31, 2024 Net Revenues We generated $Nil$0 in revenues and incurred $Nil$0 in cost of sales for the years ended December 31, 20242025 and 2023.2024.
During the year ended December 31, 2024,2025, we incurred $34,659 in general and administrative expenses compared to $43,158 in general and administration expenses compared to $30,500 in general and administrationadministrative expenses for the year ended December 31, 2023.2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.
Net loss was $42,124 for the year ended December 31, 2025 compared to net loss of $47,225 for the year ended December 31, 2024.
Net loss was $47,225 for the year ended December 31, 2024 compared to net loss of $32,060 for the year ended December 31, 2023.
Net cash provided by financing activities for the year ended December 31, 20242025 consisted solely of proceeds from convertible notes totaling $40,758$27,113 compared to net cash provided by financing activities of $30,533$40,758 consisting solely of convertible notes of $6,350 and loan from related party of $24,183 for the year ended December 31, 2023.2024.
Total Assets
The Company’s total assets were $Nil as of December 31, 2024 and December 31, 2023.
Stockholders’ EquityDeficit
The Company’s stockholders’ deficit was $182,812 as of December 31, 2025 compared to stockholders’ deficit of $140,688 as of December 31, 2024.
The Company’s shareholders’ deficit was $140,688 as of December 31, 2024 compared to shareholders’ deficit of $93,463 as of December 31, 2023.
Cash and cash equivalents were $Nil$0 as of December 31, 2025 and December 31, 2024. Our total current assets were $Nil$0 and our total current liabilities were $74,248$81,794 as of December 31, 2024.2025. At the end of the year ended December 31, 2023,2024, cash and cash equivalents were $Nil,$0, total current assets were $Nil,$0, and total current liabilities were $87,113.$74,248.
We had a working capital deficiency of $81,794 as of December 31, 2025 compared to a working capital deficiency of $74,248 as of December 31, 2024.
We had a working capital deficiency of $74,248 as of December 31, 2024 compared to working capital deficiency of $87,113 as of December 31, 2023.
We received proceeds from convertible notes of $40,758$27,113 during the year ended December 31, 2024.2025. For the year ended December 31, 2023,2024, we received proceeds from convertible notes of $6,350 and loan of $24,183 from related parties.$40,758.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Notwithstanding the foregoing, we are voluntarily disclosing the risk factor below.
We will need to raise significant additional capital, including through the sale of equity securities, debt, and/or convertible securities, potentially in one or more financings over a period of time, to fund our proposed data center business and our other business ventures. We may not be successful in raising such capital, in capitalizing our business, or in executing on our business ventures, and there can be no assurance that we will be able to execute on our financing plans. If we are unable to raise sufficient capital when needed and on acceptable terms, our business, financial condition, liquidity, and results of operations would be materially and adversely affected.
Largest changes
“We will need to raise significant additional capital, including through the sale of equity securities, debt, and/or convertible securities, potentially in one or more financings over a period of time, to fund our proposed data center business and our other business ventures. We may not be successful in raising such capital, in capitalizing our business, or in executing on our business ventures, and there can be no assurance that we will be able to execute on our financing plans. …”see in full comparison
see in full comparisonAsWe are a“smaller reporting company”,weas defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise requiredbyunder thisItem.item.
“Notwithstanding the foregoing, we are voluntarily disclosing the risk factor below.”see in full comparison
Full comparison: every changed paragraph (3)
AsWe are a “smaller reporting company”, weas defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required byunder this Item.item.
Notwithstanding the foregoing, we are voluntarily disclosing the risk factor below.
We will need to raise significant additional capital, including through the sale of equity securities, debt, and/or convertible securities, potentially in one or more financings over a period of time, to fund our proposed data center business and our other business ventures. We may not be successful in raising such capital, in capitalizing our business, or in executing on our business ventures, and there can be no assurance that we will be able to execute on our financing plans. If we are unable to raise sufficient capital when needed and on acceptable terms, our business, financial condition, liquidity, and results of operations would be materially and adversely affected.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Removed heading “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS”
Removed heading “Revenues and Sale Expenses:”
Removed heading “Other Operating and General and Administrative Expenses:”
Removed heading “Cash Used in Operating Activities”
Removed heading “Cash Provided by Financing Activities”
Removed heading “Total Liabilities:”
Removed heading “Stockholders’ Deficit:”
Removed heading “Future Financings”
Removed heading “Off-Balance Sheet Arrangements”
Removed heading “Contractual Obligations and Commitments”
Largest changes
“Net cash used in operating activities was $24,295 for the six months ended June 30, 2026 (2025 – $18,441), funded in full by financing activities of $24,295 (2025 – $18,441), consisting of $2,500 of convertible note proceeds and $21,795 of Company costs paid directly by our then controlling shareholder. As disclosed in note 3 to the financial statements, these conditions raise substantial doubt about our ability to continue as a going concern.”see in full comparison
Full comparison: every changed paragraph (48)
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
Stark Focus Group, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 3, 2018.
WeOn wereSeptember incorporated27, on2019, JulyStark 3,Focus 2018 in the state of Nevada, USA. WeGroup acquired a 100% interest ofin Common Design,Design aLimited of Hong Kong corporation(“Common asDesign”), ourwhich wholly-ownedbecame subsidiaryits pursuantwholly toowned a share exchange agreement dated September 20, 2019.subsidiary. Common Design was a start-up wholesale clothing supplier, established on April 10, 2019,2019 in Hong Kong, specializing in the supply and trading of niche apparel for distribution to markets worldwide. With operating headquarters located in Hong Kong, Common Design was primarily focused on sourcing and marketing a diverse portfolio of dress up, casual and athletic apparel products to its global clients.
On August 9, 20212021, wethe Company entered into a share purchase agreement wherein the Company is to sell its 10,000 sharesall of its whollyinterests owned subsidiary,in Common Design Limited of Hong Kong,Design, 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.HK$10,000.00. The transaction was consummated on September 9, 2021.
On July 18, 2022, wethe Company announced that weit werewas entering into the Drone / Unmanned Aerial Vehicles market with the launch of aits new brand, RevoluDrones. WeOn expectedJuly our20, initial2022, rangethe ofCompany purchased 10-month licenses for 4 patents to assist in its drone models to be ready for commercial release in an estimated timeframe of 4 to 6 months and be made available to consumers directly via our website (www.Revoludrones.com) and selected retail channels.business.
Recent Developments
On June 25, 2026, MJG Polo LLC acquired 8,300,000 shares of the Company’s common stock (representing 83.43% of our then outstanding shares of common stock) from Compass North Holdings Limited (the “Transaction”). In connection with the Transaction, John Lipman was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, and as a director of the Company, and David Rosenberg was appointed as Chairman of the Company’s board of directors.
In connection with the Transaction, the Company’s changed its business strategy and now plans to develop, own, and operate data centers globally to support artificial intelligence ("AI") infrastructure and related computing needs. In connection with this new strategy, after the end of the Company’s most recent fiscal quarter, the Company signed a non-binding memorandum of understanding (“MOU”) with a technology company to explore the development of a data center in the Asia-Pacific region. The MOU is non-binding, and there can be no assurance that the parties will enter into a definitive agreement with respect to the proposed data center, or that any such data center transaction, if entered into, will be completed on the terms contemplated, or at all.
On July 20, 2026, after the end of the Company’s most recent fiscal quarter, the Company completed a private placement financing with two institutional accredited investors, pursuant to which the Company sold to the investors an aggregate of 8,400,000 shares of its common stock for aggregate gross proceeds of $400,000.
We are currently pursuing a number of business opportunities. We anticipate that we will have an active business in the near future.
Three and six months ended MarchJune 31,30, 2026,2026 compared to the three and six months ended MarchJune 31,30, 2025:
We generated no revenue in any period presented and have had no revenue-generating operations since the disposition of Common Design Limited in September 2021.
General and administrative expenses were $18,086 for the three months ended June 30, 2026 (2025 – $11,184) and $19,436 for the six months then ended (2025 – $20,534), and consist principally of legal, accounting, audit, transfer agent and other professional fees. The three-month increase of $6,902 reflects the costs of the change in control and the termination of our outstanding debt. The six-month amounts are comparable because first quarter activity was lower in 2026 ($1,350) than in 2025 ($9,350).
Finance costs were $1,796 for the three months ended June 30, 2026 (2025 – $1,659) and $4,172 for the six months then ended (2025 – $3,292), consisting of interest accrued on the promissory note and the convertible notes. Interest ceased to accrue on June 10, 2026, when all of our outstanding notes were terminated.
We recognized a gain on debt forgiveness of $88,612 in the three and six months ended June 30, 2026 (2025 – $Nil) on the termination of the convertible notes, which were held by an unrelated party. The promissory note and demand loan owed to Compass North Holdings Limited, aggregating $112,721, were forgiven by Compass North in its capacity as our controlling shareholder and credited to additional paid-in capital, with no effect on our results of operations. See notes 5 and 9 to the financial statements. The gain is a one-time item arising from the change in control and is not expected to recur.
Net income was $68,730 for the three months ended June 30, 2026, compared to a net loss of $12,843 for the three months ended June 30, 2025, and net income was $65,004 for the six months ended June 30, 2026, compared to a net loss of $23,826 for the six months ended June 30, 2025. The change in each period is attributable to the gain on debt forgiveness.
Revenues and Sale Expenses:
We generated $Nil in revenues and incurred $Nil in cost of sales for the three months ended March 31, 2026 and March 31, 2025.
Other Operating and General and Administrative Expenses:
During the three months ended March 31, 2026, we incurred $Nil in advertising and promotion, $Nil in research and development and $1,350 in general and administration compared to $Nil in advertising and promotion, $Nil in research and development and $9,350 in general and administration for the three months ended March 31, 2025. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.
Net Loss:
Net loss was $3,726 for the three months ended March 31, 2026 compared to a net loss of $10,983 for the three months ended March 31, 2025.
Cash Used in Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 was $2,500 compared to net cash used in operating activities of $7,300 for the three months ended March 31, 2025.
Cash Provided by Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2026, was $2,500 consisting of proceeds from convertible notes compared to net cash provided by financing activities of $7,300 also consisting of proceeds from convertible notes for the three months ended March 31, 2025.
Total Assets:
The Company’s total assets were $Nil as of March 31, 2026 and December 31, 2025.
Total Liabilities:
The Company's total liabilities were $186,538 as of March 31, 2026 compared to total liabilities of $182,812 as of December 31, 2025.
Stockholders’ Deficit:
The Company's stockholders' deficit was $186,538 as of March 31, 2026 compared to a stockholders' deficit of $182,812 as at December 31, 2025.
We had no cash and no other assets at June 30, 2026 and December 31, 2025. Total liabilities were $5,087 at June 30, 2026, compared to $182,812 at December 31, 2025, and our working capital deficiency was $5,087, compared to $81,794. Because we had no assets, our stockholders’ deficit equalled total liabilities at both dates. The decrease reflects the extinguishment on June 10, 2026 of $201,333 of debt, accrued interest and accounts payable in connection with the change in control, partially offset by $23,608 of expenses incurred during the period. We had no debt outstanding at June 30, 2026.
Net cash used in operating activities was $24,295 for the six months ended June 30, 2026 (2025 – $18,441), funded in full by financing activities of $24,295 (2025 – $18,441), consisting of $2,500 of convertible note proceeds and $21,795 of Company costs paid directly by our then controlling shareholder. As disclosed in note 3 to the financial statements, these conditions raise substantial doubt about our ability to continue as a going concern.
As a result of the Change of Control Transaction and the Company’s new business focus, the Company will need to raise significant additional capital to fund its business plan and related growth initiatives, including through one or more future financings involving the sale of equity, debt, and/or convertible securities. There is no assurance that the Company will be successful in raising such capital on terms acceptable to the Company, or at all. See "Item 1A. Risk Factors" below.
On July 20, 2026, the Company raised gross proceeds of $400,000 through the sale of 8,400,000 shares of its common stock to two accredited investors.
As of March 31, 2026, we had $Nil in current assets and total current liabilities of $80,644. We had working capital deficiency of $80,644 as of March 31, 2026 compared to working capital deficiency of $81,794 as of December 31, 2025.
Capital Resources
We anticipate we will need $60,000 for operations for the next 12 months, which includes $15,000 for marketing and business development; $25,000 for selling, general and administrative purposes; and $20,000 for professional fees, including legal and audit fees. Based on the foregoing, our cash on hand will not be adequate to satisfy our ongoing cash requirements.
Future Financings
We anticipate we will need additional financing to fund our business operations in the future and will primarily rely on equity sales of our common stock and loans from related parties. We presently do not have any arrangements or commitments for additional financing in place. There is no assurance that we will achieve additional financing by either sales of our equity securities or by debt financing. In addition, issuances of additional shares will result in dilution to our existing stockholders.
Off-Balance Sheet Arrangements
As of March 31, 2026, 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, 2026, we did not have any contractual obligations and commitments other than the promissory notes as outlined in the financial statements.
SKFG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding SKFG (13F)
None of the 59 investors we track reported a position in their latest 13F.