10-Q

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 JUNE 30, 2022

☐     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)

38 S Federal Highway #10-199

Dania Beach, FL 33004

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

 (352) 562 - 0289

(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:  9,948,330 shares as of August 11, 2022.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	4
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit	5
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	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	15
	SIGNATURES	16

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PART I. FINANCIAL INFORMATION

STARK FOCUS GROUP INC.
Balance Sheet
(Unaudited)
ASSETS
	June 30,			December 31,
	2022			2021
Current Assets
Cash & Cash Equivalents	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	100		$	6,063
Demand loan payable – Note 7		24,422			6,067
Total Liabilities		24,522			12,130
Stockholders’ Deficit
Common stock, ($0.0001 par value, 100,000,000 shares authorized
9,948,330 as of June 30, 2022 and December 31, 2021		995			995
Additional Paid in Capital		41,879			41,879
Accumulated deficit		(67,396	)		(55,004	)
Total Stockholders’ Deficit		(24,522	)		(12,130	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	-		$	-
The annexed notes form an integral part of these financial statements.

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STARK FOCUS GROUP INC.
Statement of Operations (Unaudited)
	For the three months ended			For the three  months ended			For the six months ended			For the six months ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
Selling, General & Administrative Expenses	$	9,010			21,582			12,392			35,836
Loss from operations		(9,010	)		(21,582	)		(12,392	)		(35,836	)
Income (loss) from discontinued operations		-			455			-			(431	)
Net Loss	$	(9,010	)		(21,127	)		(12,392	)		(36,267	)
Basic and diluted earnings per share	$	(0.00	)		(0.01	)		(0.00	)		(0.01	)
Weighted average number of common shares outstanding		9,948,330			10,220,830			9,948,330			10,220,830
The annexed notes form an integral part of these financial statements.

4

STARK FOCUS GROUP INC.
Statement of Changes in Stockholders’ Deficit
For the period ended June 30, 2022 and June 30, 2021 (Unaudited)
					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount ($)		Capital ($)		Deficit ($)			Total ($)
Balance, December 31, 2020		10,220,830		1,022		43,026		(99,852	)		(55,804	)
Net loss		-		-		-		(36,267	)		(36,267	)
Balance, June 30, 2021		10,220,830		1,022		43,026		(136,119	)		(92,071	)
Balance, December 31, 2021		9,948,330		995		41,879		(55,004	)		(12,130	)
Net loss		-		-		-		(12,392	)		(12,392	)
Balance, June 30, 2022		9,948,330		995		41,879		(67,396	)		(24,522	)
The annexed notes form an integral part of these financial statements.

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STARK FOCUS GROUP INC.
Statements of Cash Flows (Unaudited)
	For the			For the
	six months ended			six months ended
	June 30,			June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(12,392	)		(36,267	)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(5,963	)		(4,002	)
Net cash used in operating activities		(18,355	)		(40,269	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party		-			40,721
Loan from third party		18,355			-
Net cash provided by financing activities		18,355			40,721
Net increase in cash		-			452
Cash at beginning of period		-			3,100
Cash at end of period	$	-			3,552
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 FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2022

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.

On August 9, 2021, the Company entered into a share purchase agreement with to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021 (See Note 6).

NOTE 2. BASIS OF PRESENTATION

The Company’s interim 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. While the information presented in the accompanying interim 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 June 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022.

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.

NOTE 3. GOING CONCERN

These 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 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 June 30, 2022, the Company had no cash and there were outstanding liabilities of $24,522. Management does not believe that the company’s current financial position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises 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.

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In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company’s. This outbreak could decrease spending, adversely affect demand for the Company’s product and harm the Company’s business and results of operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

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 June 30, 2022.

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. Deconsolidation

Once the Company ceases to have a controlling interest in a subsidiary, the Company deconsolidates the accounts of the subsidiary as provided by ASC Topic 810, Consolidation. The aggregate of the fair value of consideration received, the fair value of any retained noncontrolling investment and the carrying amount of the former subsidiary’s assets and liabilities are recognized as a gain or loss on disposition.

e. Revenue Recognition

In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs

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f. Discontinued operations

Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have, a major effect on an entity’s operations and financial results.

g. Income taxes

The Company follows the guideline under ASC Topic 740 Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as at December 31, 2021 and 2020.

h. Cancellation of common stock

In accounting for transaction in its common stock, the Company the guideline under ASC Topic 505 – 30 Equity, Treasury Stock. Under that guidance, when a corporation retires its stock, an excess of repurchase price over par or stated value may be allocated to additional paid-in capital and retained earnings. Alternatively, the excess may be charged entirely to retained earnings. The Company has opted to allocate a portion of the access to paid-in capital and in so doing, is subject to prorating that amount based on the amount of paid-in capital of the same issue.

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.

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 5. RELATED PARTY TRANSACTIONS

On September 13, 2021, a majority shareholder of the Company entered into a debt cancellation agreement with the Company. As a result of this agreement, an amount of $122,511 due to related parties has been cancelled and recorded as gain on debt forgiveness.

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NOTE 6. SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS

On August 9, 2021, the Company entered into a share purchase agreement with an individual to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00) or (CAD1,610.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021.

The Company recorded a gain of $1,812 for the disposal of the subsidiary. A breakdown is as follows:

Proceeds received			$	1,277
Carrying value of investment				-
Carrying value of accounts of subsidiary at time of disposal
Asset	$	1,773
Liabilities		2,308
Net gain on elimination of net liabilities				535
Gain on disposal and deconsolidation			$	1,812

As a result of the sale, operating results of Common Design Limited has been reclassified as discontinued operations. Prior period results have been reclassed for comparative purposes.

NOTE 7. DEMAND LOAN PAYABLE

During the year ended December 31, 2021, the Company secured a loan facility from an independent third party. The loan is non-interest bearing and due upon demand. The Company intends to use this loan facility as working capital. As of June 30, 2022, the Company has utilized $24,422 of this loan facility.

NOTE 8. 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 6).

On December 3, 2021, the Board of Directors approved a plan with certain shareholders of the Company to repurchase an aggregate of 272,500 common shares for $15,871 (CAD$20,000). These shares were subsequently cancelled effective December 8, 2021.

As of June 30, 2022, the Company had 9,948,330 shares of common stock issued and outstanding.

As of June 30, 2022, the company did not have any warrants or options outstanding.

NOTE 9. SUBSEQUENT EVENT

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from June 30, 2022 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 was 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 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, 2021 we entered into a share purchase agreement wherein the Company is to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021.

On July 18, 2022 we announced that we are entering into the Drone / Unmanned Aerial Vehicles market with the launch of a new brand, RevoluDrones. We expect our initial range of 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.

Results of Operations

Three months ended June 30, 2022 compared to the three months ended June 30, 2021

Revenues and Operating Expenses:

We generated $Nil in revenues and incurred $Nil in cost of sales for the three months ended June 30, 2022 and 2021. During the quarter ended September 30, 2021, we sold our 100% interest of our wholly subsidiary, Common Design Limited, and the operations of Common Design have been consolidated and shown on the June 30, 2021 operations statement as loss on discontinued operations.

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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 $9,010 for the three months ended June 30, 2022 compared to $21,582 for the three months ended June 30, 2021.

 Net Loss:

Net loss was $9,010 for the three months ended June 30, 2022 compared to a net loss of $21,127 for the three months ended June 30, 2021.

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Revenues and Operating Expenses:

We generated $Nil in revenues and incurred $Nil in cost of sales for the six months ended June 30, 2022 and 2021. During the quarter ended September 30, 2021, we sold our 100% interest of our wholly subsidiary, Common Design Limited, and the operations of Common Design have been consolidated and shown on the June 30, 2021 operations statement as loss on discontinued operations.

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 $12,392 for the six months ended June 30, 2022 compared to $35,836 for the six months ended June 30, 2021.

Net Loss:

Net loss was $12,392 for the six months ended June 30, 2021 compared to a net loss of $36,267 for the six months ended June 30, 2021.

Cash Used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2022 was $18,355 compared to net cash used in operating activities of $40,269 for the six months ended June 30, 2021.

Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2022 was $18,355 consisting of loan from third parties compared to net cash provided by financing activities of $40,721 for the six months ended June 30, 2021.

Total Assets:

The Company’s total assets were $Nil as at June 30, 2022 and also $Nil as at December 31, 2021.

Total Liabilities:

The Company’s total liabilities were $24,522 as at June 30, 2022 compared to total liabilities of $12,130 as at December 31, 2021.

Stockholders’ Deficit:

The Company’s shareholders’ deficit was $24,522 as at June 30, 2022 compared to a shareholder’s deficit of $12,130 as at at December 31, 2021.

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Liquidity and Capital Resources

As at June 30, 2022, we $Nil current assets and total current liabilities of $24,522.

We had working capital deficiency of $24,522 as at June 30, 2022 compared to working capital deficiency of $12,130 as at December 31, 2021.

Capital Resources

We anticipate we will need $50,000 for operations for the next 12 months, which includes $12,500 for selling, general and administrative purposes; $22,500 for professional fees, including legal and audit fees; $5,000 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.

Off-Balance Sheet Arrangements

 As of June 30, 2022, 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 June 30, 2022, 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 June 30, 2022.

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.

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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.

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 June 30, 2022 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 June 30, 2022, 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 June 30, 2022, 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.

14

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

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

15

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: August 11, 2022	By:	/s/ Cao Zhi Fen
		Cao Zhi Fen
		Chief Executive Officer and Chief Financial Officer
		Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Cao Zhi Fen, certify that:

1. I have reviewed this report on Form 10-Q.

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 registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) 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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: August 11, 2022

/s/ Cao Zhi Fen

Cao Zhi Fen

Chief Executive Officer/Chief Financial Officer

Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Stark Focus Group Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mario Todd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 11^th day of August , 2022.

/s/ Cao Zhi Fen

Cao Zhi Fen

Chief Executive Officer/Chief Financial Officer

Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 11, 2022
Cover [Abstract]
Entity Registrant Name	STARK FOCUS GROUP INC.
Entity Central Index Key	0001794942
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		9,948,330
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-237100
Entity Incorporation State Country Code	NV
Entity Interactive Data Current	Yes
Entity Address Address Line 1	38 S Federal Highway
Entity Address Address Line 2	10-199
Entity Address City Or Town	Dania Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33004
City Area Code	352
Local Phone Number	562 - 0289

XML

Balance Sheet - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash & Cash Equivalents	$ 0	$ 0
TOTAL ASSETS	0	0
Current Liabilities
Accounts payable and accrued expenses	100	6,063
Demand loan payable - Note 7	24,422	6,067
Total Liabilities	24,522	12,130
Stockholders' Deficit
Common stock, ($0.0001 par value, 100,000,000 shares authorized 9,948,330 as of June 30, 2022 and December 31, 2021	995	995
Additional Paid in Capital	41,879	41,879
Accumulated deficit	(67,396)	(55,004)
Total Stockholders' Deficit	(24,522)	(12,130)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 0	$ 0

XML

Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	9,948,330	9,948,330
Common stock, shares outstanding	9,948,330	9,948,330

XML

Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Operations (Unaudited)
Selling, General & Administrative Expenses	$ 9,010	$ 21,582	$ 12,392	$ 35,836
Loss from operations	(9,010)	(21,582)	(12,392)	(35,836)
Income (loss) from discontinued operations	0	455	0	(431)
Net Loss	$ (9,010)	$ (21,127)	$ (12,392)	$ (36,267)
Basic and diluted earnings per share	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding	9,948,330	10,220,830	9,948,330	10,220,830

XML

Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2020		10,220,830
Balance, amount at Dec. 31, 2020	$ (55,804)	$ 1,022	$ 43,026	$ (99,852)
Net loss	(36,267)	$ 0	0	(36,267)
Balance, shares at Jun. 30, 2021		10,220,830
Balance, amount at Jun. 30, 2021	(92,071)	$ 1,022	43,026	(136,119)
Balance, shares at Dec. 31, 2021		9,948,330
Balance, amount at Dec. 31, 2021	(12,130)	$ 995	41,879	(55,004)
Net loss	(12,392)	$ 0	0	(12,392)
Balance, shares at Jun. 30, 2022		9,948,330
Balance, amount at Jun. 30, 2022	$ (24,522)	$ 995	$ 41,879	$ (67,396)

XML

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (12,392)	$ (36,267)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(5,963)	(4,002)
Net cash used in operating activities	(18,355)	(40,269)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party	0	40,721
Loan from third party	18,355	0
Net cash provided by financing activities	18,355	40,721
Net increase in cash	0	452
Cash at beginning of period	0	3,100
Cash at end of period	0	3,552
Cash paid during year for :
Interest	0	0
Income Taxes	$ 0	$ 0

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2022

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

On August 9, 2021, the Company entered into a share purchase agreement with to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021 (See Note 6).

XML

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2022

BASIS OF PRESENTATION

NOTE 2. BASIS OF PRESENTATION

NOTE 2. BASIS OF PRESENTATION

The Company’s interim 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. While the information presented in the accompanying interim 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 June 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022.

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.

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2022

GOING CONCERN

NOTE 3. GOING CONCERN

NOTE 3. GOING CONCERN

These 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 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 June 30, 2022, the Company had no cash and there were outstanding liabilities of $24,522. Management does not believe that the company’s current financial position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises 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.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company’s. This outbreak could decrease spending, adversely affect demand for the Company’s product and harm the Company’s business and results of operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 June 30, 2022.

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. Deconsolidation

Once the Company ceases to have a controlling interest in a subsidiary, the Company deconsolidates the accounts of the subsidiary as provided by ASC Topic 810, Consolidation. The aggregate of the fair value of consideration received, the fair value of any retained noncontrolling investment and the carrying amount of the former subsidiary’s assets and liabilities are recognized as a gain or loss on disposition.

e. Revenue Recognition

In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs

f. Discontinued operations

Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have, a major effect on an entity’s operations and financial results.

g. Income taxes

The Company follows the guideline under ASC Topic 740 Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as at December 31, 2021 and 2020.

h. Cancellation of common stock

In accounting for transaction in its common stock, the Company the guideline under ASC Topic 505 – 30 Equity, Treasury Stock. Under that guidance, when a corporation retires its stock, an excess of repurchase price over par or stated value may be allocated to additional paid-in capital and retained earnings. Alternatively, the excess may be charged entirely to retained earnings. The Company has opted to allocate a portion of the access to paid-in capital and in so doing, is subject to prorating that amount based on the amount of paid-in capital of the same issue.

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.

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.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2022

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

On September 13, 2021, a majority shareholder of the Company entered into a debt cancellation agreement with the Company. As a result of this agreement, an amount of $122,511 due to related parties has been cancelled and recorded as gain on debt forgiveness.

XML

SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2022

SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS

NOTE 6. SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS

NOTE 6. SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS

On August 9, 2021, the Company entered into a share purchase agreement with an individual to sell its 10,000 shares of its wholly owned subsidiary, Common Design Limited of Hong Kong, for a consideration of Ten Thousand Hong Kong Dollars (HK$10,000.00) or (CAD1,610.00). The 10,000 shares represent all of the issued and outstanding shares of Common Design Limited. The transaction was consummated on September 9, 2021.

The Company recorded a gain of $1,812 for the disposal of the subsidiary. A breakdown is as follows:

Proceeds received			$	1,277
Carrying value of investment				-
Carrying value of accounts of subsidiary at time of disposal
Asset	$	1,773
Liabilities		2,308
Net gain on elimination of net liabilities				535
Gain on disposal and deconsolidation			$	1,812

As a result of the sale, operating results of Common Design Limited has been reclassified as discontinued operations. Prior period results have been reclassed for comparative purposes.

XML

DEMAND LOAN PAYABLE

6 Months Ended

Jun. 30, 2022

DEMAND LOAN PAYABLE

NOTE 7. DEMAND LOAN PAYABLE

NOTE 7. DEMAND LOAN PAYABLE

During the year ended December 31, 2021, the Company secured a loan facility from an independent third party. The loan is non-interest bearing and due upon demand. The Company intends to use this loan facility as working capital. As of June 30, 2022, the Company has utilized $24,422 of this loan facility.

XML

SHARE CAPITAL

6 Months Ended

Jun. 30, 2022

SHARE CAPITAL

NOTE 8. SHARE CAPITAL

NOTE 8. 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 6).

On December 3, 2021, the Board of Directors approved a plan with certain shareholders of the Company to repurchase an aggregate of 272,500 common shares for $15,871 (CAD$20,000). These shares were subsequently cancelled effective December 8, 2021.

As of June 30, 2022, the Company had 9,948,330 shares of common stock issued and outstanding.

As of June 30, 2022, the company did not have any warrants or options outstanding.

XML

SUBSEQUENT EVENT

6 Months Ended

Jun. 30, 2022

SUBSEQUENT EVENT

NOTE 9. SUBSEQUENT EVENT

NOTE 9. SUBSEQUENT EVENT

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from June 30, 2022 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 June 30, 2022.

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.

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.

Deconsolidation

Once the Company ceases to have a controlling interest in a subsidiary, the Company deconsolidates the accounts of the subsidiary as provided by ASC Topic 810, Consolidation. The aggregate of the fair value of consideration received, the fair value of any retained noncontrolling investment and the carrying amount of the former subsidiary’s assets and liabilities are recognized as a gain or loss on disposition.

Revenue Recognition

In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs

Discontinued operations

Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have, a major effect on an entity’s operations and financial results.

Income Taxes

The Company follows the guideline under ASC Topic 740 Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as at December 31, 2021 and 2020.

Cancellation of common stock

In accounting for transaction in its common stock, the Company the guideline under ASC Topic 505 – 30 Equity, Treasury Stock. Under that guidance, when a corporation retires its stock, an excess of repurchase price over par or stated value may be allocated to additional paid-in capital and retained earnings. Alternatively, the excess may be charged entirely to retained earnings. The Company has opted to allocate a portion of the access to paid-in capital and in so doing, is subject to prorating that amount based on the amount of paid-in capital of the same issue.

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.

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.

XML

SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2022

SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS (Tables)

Schedule of Sale of Subsidiary

Proceeds received			$	1,277
Carrying value of investment				-
Carrying value of accounts of subsidiary at time of disposal
Asset	$	1,773
Liabilities		2,308
Net gain on elimination of net liabilities				535
Gain on disposal and deconsolidation			$	1,812

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - HKD ($)	Aug. 09, 2021	Sep. 27, 2019
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)
Equity method investment ownership		100.00%
Shares issued	10,000
Share issued under stock purchase agreement	10,000
Proceeds from stock purchase agreement	$ 10,000
Share ouststanding	10,000

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GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
GOING CONCERN
Cash	$ 0
Outstanding liabilities	$ 24,522	$ 12,130

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RELATED PARTY TRANSACTIONS (Details Narrative)	Sep. 13, 2021 USD ($)
RELATED PARTY TRANSACTIONS
Due to related parties	$ 122,511

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SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS (Details) - USD ($)	Aug. 09, 2021	Aug. 09, 2021	Jun. 30, 2022	Dec. 31, 2021
Assets			$ 0	$ 0
Liabilities			$ 24,522	$ 12,130
Gain on disposal and deconsolidation		$ 1,812
Sale of Subsidiary [Member]
Proceeds received	$ 1,277
Carrying value of investment	0	0
Assets	1,773	1,773
Liabilities	2,308	$ 2,308
Net gain on elimination of net liabilities	535
Gain on disposal and deconsolidation	$ 1,812

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SALE OF SUBSIDIARY, DECONSOLIDATION AND DISCONTINUED OPERATIONS (Details Narrative) - Aug. 09, 2021	HKD ($) shares	CAD ($) shares	USD ($) shares
Shares owned subsidiary | shares	10,000	10,000	10,000
Gain on disposal of subsidiary | $			$ 1,812
Shares outstanding | shares	10,000	10,000	10,000
Share purchases Agreements [Member]
Shares outstanding | shares	10,000	10,000	10,000
Proceed from consideration hong kong dollar | $	$ 10,000
Proceed from consideration CAD | $		$ 1,610

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DEMAND LOAN PAYABLE (Details Narrative)	Jun. 30, 2022 USD ($)
DEMAND LOAN PAYABLE
Loan facility utilized	$ 24,422

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SHARE CAPITAL (Details Narrative)					1 Months Ended
	Dec. 03, 2021 USD ($) shares	Dec. 03, 2021 CAD ($) shares	Jul. 03, 2018 USD ($) shares	Jul. 03, 2018 CAD ($) shares	Aug. 08, 2019 USD ($) shares	Aug. 08, 2019 CAD ($) shares	Feb. 28, 2019 USD ($) shares	Feb. 28, 2019 CAD ($) shares	Dec. 28, 2018 USD ($) shares	Dec. 28, 2018 CAD ($) shares	Jun. 30, 2022 shares	Dec. 31, 2021 shares	Sep. 27, 2019 shares
Common stock shares issued | shares			200,000	200,000							9,948,330	9,948,330	8,000,000
Repurchase of common stock share | shares	272,500	272,500
Repurchase of common stock value CAD		$ 20,000
Repurchase of common stock value	$ 15,871
Proceeds from issuance of common stock CAD				$ 40
Proceeds from issuance of common stock			$ 31
Equity method investment ownership													100.00%
Common stock shares outstanding | shares											9,948,330	9,948,330
Private Placement [Member]
Common stock shares issued | shares							707,830	707,830	1,643,000	1,643,000
Common stock shares cancelled | shares					330,000	330,000
Common stock shares reduction CAD						$ 9,900
Common stock shares reduction					$ 7,621
Gross proceeds from issuance of private placement							$ 16,108		$ 37,943
Gross proceeds from issuance of private placement CAD								$ 21,235		$ 49,290