UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

THE SECURITIES AND EXCHANGE ACT OF 1934

For the period ended June 30, 2009

Or

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ______________

COMMISSION FILE NUMBER: 814-00652

StarInvest Group, Inc.

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

(Exact name of registrant as specified in its charter)

Nevada	91-1317131
(State of other jurisdiction of incorporation or organization)	(IRS Employer Identification)

3300 North A Street Suite 2-210 Midland, Texas (Address of principal executive offices) 79705 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days YES [X] NO [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 	Accelerated filer                
Non-accelerated filer            	Smaller reporting company          x

(Do not check if a smaller reporting company)

State the number of shares outstanding of each of the issuer's classes of common equity, as the latest practicable date: There were 90,854,104 shares of the Registrant's common stock issued and outstanding as of August 14, 2009

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

StarInvest Group, Inc.

FORM 10-Q

QUARTERLY PERIOD ENDED June 30, 2009

TABLE of CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements	3
Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008	3
Statements of Operations (Unaudited) For the Three Months Ended June 30, 2009 and 2008	4
Statements of Operations (Unaudited) For the Six Months Ended June 30, 2009 and 2008	5
Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2009 and 2008	6
Statement of Investments for June 30, 2009	7
Notes to Financial Statements 8	7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3 - Quantitative and Qualitative Disclosures about Market Risk	14
Item 4 - Controls and Procedures	14
PART II - OTHER INFORMATION	15
Item 1 - Legal Proceedings	15
Item 1A – Risk Factors	15
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3 - Default upon Senior Securities	16
Item 4 - Submission of Matters to a Vote of Security Holders	16
Item 5 - Other Information	16
Item 6 – Exhibits	16
Signatures	16

2

Item 1 - Financial Statements

STARINVEST GROUP, INC.
BALANCE SHEET
AS OF JUNE 30, 2009 & DECEMBER 31, 2008
	2009			2008
ASSETS	(unaudited)			(audited)
Current Assets
Cash	$	20,461		$	7,936
Receivable, deposits and other		4,827			1,553
Computers and software (net)		12,225			14,847
Total current assets		37,513			24,336
Investments and loans (cost of $1,174,999 & $1,297,970)		1,280,868			1,282,525
Website and organization costs (net)		108,695			111,361
Goodwill		64,600			64,600
Total assets	$	1,491,676		$	1,482,822
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	34,139		$	19,239
Loans payable		490,769			341,423
Total current liabilities		524,908			360,662
Obligation to repurchase shares		25,000			25,000
Stockholders' equity
Common stock, $.001 par value, 900,000,000 shares
authorized; 90,854,104 and 91,875,714 shares issued
and outstanding, respectively		90,854			91,876
Additional paid-in-capital		13,274,167			13,242,831
Accumulated deficit		(12,423,253	)		(12,237,547	)
Total stockholders' equity		941,768			1,097,160
Total liabilities and stockholders' equity	$	1,491,676		$	1,482,822

3

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
	2009			2008
	(unaudited)			(unaudited)
Income
Interest	$	11,250		$	30,043
Stock transfer income		7,287			-
Consulting income		4,866			20,000
Total income		23,403			50,043
Cost of goods sold		541			-
Gross Profit		22,862			50,043
Expenses:
General and administrative		71,813			29,271
Professional Fees		9,187			44,239
Interest Expense		10,187			10,235
Total expenses		91,187			83,745
Loss before other income (expenses)		(68,325	)		(33,702	)
Other income		-			53,440
Net Realized and Unrealized Gains (Losses):
Net realized gains		-			150,833
Net unrealized loss		-			(436,952	)
Total net gains (losses)		-			(286,119	)
Net loss	$	(68,325	)	$	(266,381	)
Basic earnings (loss) per common share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding - basic		90,854,104			68,679,047
Weighted average common shares outstanding - diluted		91,942,016			68,679,047

4

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30,
	2009			2008
	(unaudited)			(unaudited)
Income
Interest	$	22,500		$	39,167
Stock transfer income		8,210			-
Consulting income		4,866			50,000
Total income		35,576			89,167
Cost of goods sold		541			-
Gross Profit		35,035			89,167
Expenses:
General and administrative		152,936			73,093
Professional Fees		57,510			100,929
Interest Expense		19,695			27,116
Total expenses		230,141			201,138
Loss before other income (expenses)		(195,106	)		(111,971	)
Other income		-			57,673
Net Realized and Unrealized Gains (Losses):
Net realized gains		9,399			184,985
Net unrealized loss		-			(595,657	)
Total net gains (losses)		9,399			(410,672	)
Net loss	$	(185,707	)	$	(464,970	)
Basic earnings (loss) per common share	$	(0.00	)	$	(0.01	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic		90,854,104			68,679,047
Weighted average common shares outstanding - diluted		91,898,303			68,679,047

5

STARINVEST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
	2009			2008
Cash flows from operating activities:
Net loss	$	(185,707	)	$	(464,970	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		6,488			-
Interest expense		19,695			27,116
Interest income		(22,500	)		(39,167	)
Changes in assets and liabilites
(Increase) decrease in assets:
(Increase) decrease in receivable		(3,274	)		7,735
Other assets		(1,201	)		-
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		14,900			(26,004	)
Total adjustments		14,108			(30,320	)
Net cash used in operating activities		(171,599	)		(495,290	)
Cash flows from investing activities
Net cash received from investments		34,124			703,045
Net cash provided by investing activities		34,124			703,045
Cash flows from financing activities
Net proceeds from (repayments of) loans		150,000			(244,332	)
Net cash provided (used) by financing activities		150,000			(244,332	)
Net increase (decrease) in cash		12,525			(36,577	)
Cash, beginning of period		7,936			53,208
Cash, end of period		20,461			16,631

6

STARINVEST GROUP, INC.

STATEMENT OF INVESTMENTS

June 30, 2009

Portfolio Company	Business Description	Value -06/30/09	# Of Shares	Cost	Value	Status
Western Roses	Cemetery	$582,500	Loan	$450,000	582,500	Private
Health Rush	Fast Food	$   0.50	500,000	$250,000	$250,000	Private
Crownbutte Wind Power, Inc.	Alternative Energy	$   0.55	315,215	$199,999	$173,368	CBWP.PK
Strasbourger Pearson Tulcin Wolff	Finance	$   0.50	550,000	$275,000	$275,000	Private
Total				$1,174,999	$1,280,868

Notes to the Financial Statements June 30, 2009

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements have been prepared by StarInvest Group, Inc. ("STIV" or the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2009, and the results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and related notes and schedules included in the Company's 2008 Annual Report filed on Form 10-K dated December 31, 2008. The results of operations for the periods ended June 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

StarInvest owns and operates one subsidiary: My Transfer Agent, LLC ("MTA"), a stock transfer agency.

My Transfer Agent

MTA's seasoned management has been working for over 30 years with large established corporations as well as small emerging businesses, coupling today's technology with a personal touch, offering the convenience of 24/7 online access through the security of a Full Web Encryption, as well as, a qualified and professional customer service. A full menu of financial services to MTA (www.mytransferagent.com) customers creates a long term partnership with its clients.

The Company is also retaining a portion of its portfolio focused in a wide variety of different sectors including but not limited to alternative resources, technology, biotech, insurance, and services.As of June 30, 2009, we have invested approximately $1,174,999 in 4 portfolio companies.

7

NOTE 2 - INVESTMENTS

As of June 30, 2009, the Company has retained a portfolio of 4 investments for a total of approximately $1,174,999 in funded capital and with a current valuation of $ 1,280,868.  Our investment portfolio consists of the following:

Portfolio Company	Description	Value
Health Rush, Inc	Loan	250,000
Crownbutte Wind Power, Inc	Equity	173,368
Strasbourger, Pearson, Tulcin Wolff, Inc	Loan	275,000
Western Roses	Loan	582,500
Total		$1,280,868

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

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

other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include:

1) the fundamental analytical data relating to the investment,

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

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

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

8

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

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

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

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

5. Net assets of investment ("NA")

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

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

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

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

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

NOTE 3 - EQUITY TRANSACTIONS

None.

NOTE 4 - LOANS PAYABLE

	June 30, 2008		December 31, 2008
Loan payable, principal and interest at 8% per annum
due May 12, 2007.  Past due $250,000 loan
Accrued interest on this loan is $ 89,858		339,858		341,423
Convertible Notes for 2nd qtr $150,000
Accrued interest on this note is $911.00		150,911		-
Total current loans payable		490,769		341,423

9

NOTE 5 – CURRENT QUARTER EVENTS

On June 02, 2009, the Company announced the signing of a Letter of Intent ("LOI") to acquire all the outstanding shares of common stock of Todd & Company, Inc. ("Todd"), a FINRA SPIC Broker Dealer established in 1979 and located at 777 Terrace Avenue, Suite 503 Hasbrouck Heights, NJ 07604.

As per the terms of the LOI, StarInvest has agreed to acquire all the outstanding shares of common stock of Todd for $100,000 convertible note maturing in 13 months, immediately convertible at $.03 per share into restricted common stock of the Company, and 5 (Five) year warrants immediately exercisable at $.10 per share for an aggregate of 1,000,000 restricted shares of common stock of the Company. The acquisition is expected to close by the end of the 3rd quarter 2009.

On June 24, 2009, the Company announced that it has signed a Letter of Intent to acquire Florida Atlantic Stock Transfer (FAST). FAST is a long standing stock transfer agent with a solid customer base, and represents a new exciting development in our strategy to become the leading financial services company in the small cap market. The Company believes that its ability to vertically integrate the customers of FAST into its full service transfer agent model will dramatically expand recurring revenue, thus adding value for our shareholders. Currently, the Company is re-negotiating the terms of the deal and performing further due diligence. The Company does not have an expected closing date and at this juncture can not guarantee that the transaction will close as per the terms of the Letter of Intent dated June 24, 2009.

On June 16, 2009 StarInvest Group, Inc. announced that its Board of Directors has approved a new plan to repurchase, from time to time, in the open market up to 5,000,000 shares of the Company's common stock. The timing and extent of the purchases will depend on market conditions.

Notwithstanding the Company's earlier disclosure that the transaction with EXX had been consummated, due to the inability of the Company and EXX to obtain the requisite financial information the parties mutually agreed to postpone the closing of the transaction until said financials are received. Accordingly, the 82 million shares which were previously reported as being issued were returned to the Company and the principals of EXX relinquished all right, title and interest in and with respect to said shares until the closing has actually occurred, which shall only be when the financials are obtained.

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

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

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. In addition, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results.  These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.  Our actual results may differ significantly from the results projected in the forward-looking statements.   We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

10

CRITICAL ACCOUNTING POLICIES

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

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

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

INCOME TAXES

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

VALUATION OF INVESTMENTS

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

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

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

11

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

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

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

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

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

5. Net assets of investment ("NA")

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

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

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

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

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

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

OUR STRATEGY

In 2008, the Company changed business focus and withdrew its election to be treated as a business development company and as a result became an operating company with the ultimate goal to become a full service financial firm providing Transfer Agent, Edgar filings services, Brokering, and Trading Solutions to domestic and international companies.

 The Company is currently offering its services through its subsidiary My Transfer Agent.

The recent signing of the Letter of Intent ("LOI") to acquire all the outstanding shares of common stock of Todd & Company, Inc. represents a step forward in the implementation of our long term strategy to become a full service financial firm able to offer a recurring revenue model by servicing new and existing brokerage firms, hedge funds, trading firms, or individuals from one single source.

12

RESULTS OF OPERATIONS

 Income

For the three months ended June 30, 2009 gross income totaled $23,403 as compared to $50,043 for the three months ended June 30, 2008. The primary difference was higher interest income in the comparable 2008 period.  For the six months ended June 30, 2009 gross income totaled $35,576 as compared to $89,167 for the six months ended June 30, 2008.  Gross income is down due to $50,000 less consulting income in 2009 as compared to 2008 due to discontinued operations in China.

 Expenses

For the three months ended June 30, 2009 expenses totaled $91,187 as compared to $83,745 for the three months ended June 30, 2008.  This increase in expenses is due to higher operating costs due to its new subsidiary MTA.  For the six months ended June 30, 2009 expenses totaled $230,141 as compared to $201,138 for the six months ended June 30, 2008.

 Loss before other income

The Company’s loss before other income totaled $68,325 and $33,702, respectively for the three months ended June 30, 2009 and 2008.  This increase in loss is primarily due to less consulting and interest income as compared to the period ended June 30, 2008.  The Company's loss before other income totaled $195,106 and $111,971, respectively for the six months ended June 30, 2009 and 2008.  This six month increase in loss is primarily due to less income and more expenses due to the newly acquired company in the current period as compared to the period ended June 30, 2008.

Net Realized Gains

The Company had a net realized gain of $9,399 for the six months ended June 30, 2009 as compared to a $184,985 realized gain for the six months ended June 30, 2008.

Net Unrealized Depreciation

There were no unrealized gains or losses for the three and six months ended June 30, 2009 as compared to Net unrealized losses of $436,952 for the three months and $595,657 for the six months ended June 30, 2008.  The unrealized losses represent a lower market valuation for some of the Company's portfolio companies.

Net Loss

The Company’s net loss totaled $68,325 and $266,381, respectively for the three months ended June 30, 2009 and 2008.  This decrease in loss is primarily due to the $436,952 in unrealized loss for the period ended June 30, 2008.  The Company's net loss totaled $185,707 and $464,970, respectively for the six months ended June 30, 2009 and 2008.  This six month decrease in loss is primarily due to the $410,672 in net losses for the period ended June 30, 2008

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended June 30, 2009, net cash used by operating activities was $171,599 compared to $495,290 used by operating activities for the six months ended June 30, 2008.  The current six month’s usage was due to the net loss of $185,707, interest expense of $19,695, interest income of $22,500, depreciation and amortization of $6,488 and an increase in accounts payable and accrued expenses of $14,900.  In the corresponding period of 2008, cash was used primarily by the net loss of $464,970 and provided by interest expense of $27,116 and a decrease to accounts payable and accrued expenses of $26,004.

For the six months ended June 30, 2009, there was $34,124 in cash provided by investing activities as compared to $703,045 of cash provided by investing activities for the six months ended June 30, 2008.  In 2008, the Company sold shares of two investments on the open market and had large amounts of unrealized losses.

For the six months ended June 30, 2009, there was $150,000 provided by financing activities through the proceeds of loans.  For the comparable six month period ending June 30, 2008, there was $244,332 in cash used by financing activities primarily to paydown loans.

13

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

CONTRACTUAL OBLIGATIONS

The following table summarizes our outstanding contractual obligations as of June 30, 2009

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 years	3-5 years	More than 5 years
[Long-Term Debt Obligations]		524,908		524,908
[Capital Lease Obligations]
[Operating Lease Obligations]
[Purchase Obligations]		25,000		25,000
[Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP]
Total		549,908		549,908

OFF BALANCE SHEET ARRANGEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies. A smaller reporting company, as defined by Rule 229.10(f)(1), is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

14

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

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

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended June 30, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE

Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established.  Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, Management has concluded that the risks associated with the lack of an independent audit committee are not justified.  Management will periodically reevaluate this situation.

LACK OF SEGREGATION OF DUTIES

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

PART II. OTHER  INFORMATION

ITEM 1. Legal Proceedings

There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

Item 1.A                      RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Company’s Annual Report for the year ended December 31, 2008 filed March 09, 2009.

15

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

On March 19, 2009 the Company raised $100,000 through the sale of 100,000 Units of Convertible Loans and on June 15, 2009 raised $50,000 through the sale of 50,000 Units of Convertible Loans of StarInvest Group, Inc. for a total of $150,000. Each Unit consists of one Senior Convertible Debenture, one Warrant entitling the undersigned to purchase one share of common stock for $0.30, one Warrant entitling the undersigned to purchase one share of common stock for $0.45, and one Warrant entitling the undersigned to purchase one share of common stock for $0.60. The offering is exempted from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder. The proceeds were used for working capital and general corporate purposes.

ITEM 3. Defaults Upon Senior Securities

We are currently in default on the 8% Notes that were due on May 12, 2007. The notes are collateralized by all the assets of the Company. The current past due amount of these notes is $250,000 out of the original principal amount of $775,000. Accrued and unpaid interest on this loan is $89,858. We are accruing interest and we have not received any further communication from said creditors.

ITEM 4. Submission of Matters to Vote of Security Holders

None.

ITEM 5. Other Information

Notwithstanding the Company's earlier disclosure that the transaction with EXX had been consummated, due to the inability of the Company and EXX to obtain the requisite financial information the parties mutually agreed to postpone the closing of the transaction until said financials are received. Accordingly, the 82 million shares which were previously reported as being issued were returned to the Company and the principals of EXX relinquished all right, title and interest in and with respect to said shares until the closing as actually occurred, which shall only be when the financials are obtained.

 ITEM 6. Exhibits and Reports on Form 8-K

None.

(a) Exhibits

Exhibit No.   Description

------   -----------

 31.1         Certification by Chief Executive Officer Pursuant to Section 302

 31.2         Certification by Chief Financial Officer Pursuant to Section 302

 32.1         Certification by Chief Executive Officer Pursuant to Section 906

32.2Certification by Chief Financial Officer Pursuant to Section 906

(b) Reports on Form 8-K None

SIGNATURE PAGE

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

Date: August 14, 2009

/s/ Robert H. Cole

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

Robert H. Cole

Chief Executive Officer

16