Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended August 31, 2024

or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to _________

Commission File Number 333-190658

Startech Labs, Inc.

(Exact name of registrant as specified in its charter)

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

244 Madison Avenue, New York City, NY		10016-2817
(Address of principal executive offices)		(Zip Code)

(802) 255-4212

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

60,647,380 common shares issued and outstanding as of September 25, 2024

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STARTECH LABS, INC.

BALANCE SHEETS

	August 31,			May 31,
	2024			2024
	(Unaudited)			(Audited)
ASSETS
Current Assets
Total Current Assets	$	-		$	-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	3,608		$	2,701
Accrued interest		147,239			139,791
Due to related party		118,450			101,819
Convertible notes		129,402			129,402
Total Current Liabilities		398,699			373,713

Total Liabilities		398,699			373,713

STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized, 60,647,380 shares issued and outstanding		60,647			60,647
Additional paid-in capital		38,654,623			38,654,623
Accumulated deficit		(39,113,969	)		(39,088,983	)
Total Stockholders' Deficit		(398,699	)		(373,713	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STARTECH LABS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	August 31,			August 31,
	2024			2023

Operating Expenses
General and administration	$	761		$	3,638
Professional		16,777			15,700
Total operating expenses		17,538			19,338

Net loss from operations		(17,538	)		(19,338	)

Other expense
Interest expense		(7,448	)		(7,448	)
Total other expense		(7,448	)		(7,448	)

Net loss before taxes		(24,986	)		(26,786	)
Provision for income taxes		-			-
Net loss	$	(24,986	)	$	(26,786	)

Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding		60,647,380			60,647,380

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STARTECH LABS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED AUGUST 31, 2024 AND 2023

(UNAUDITED)

Three Months Ended August 31, 2024

					Additional					Total
	Common stock				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance, May 31, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,088,983	)	$	(373,713	)
Net loss		-		-		-		(24,986	)		(24,986	)
Balance, August 31, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,113,969	)	$	(398,699	)

Three Months Ended August 31, 2023

					Additional					Total
	Common stock				paid-in		Accumulated			Shareholders'
	Shares		Amount		capital		Deficit			Deficit

Balance, May 31, 2023		60,647,380	$	60,647	$	38,654,623	$	(39,023,882	)	$	(308,612	)
Net loss		-		-		-		(26,786	)		(26,786	)
Balance, August 31, 2023		60,647,380	$	60,647	$	38,654,623	$	(39,050,668	)	$	(335,398	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STARTECH LABS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended
	August 31,			August 31,
	2024			2023

Cash Flows from Operating Activities:
Net loss	$	(24,986	)	$	(26,786	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		907			2,758
Accrued interest		7,448			7,448
Net Cash Used in Operating Activities		(16,631	)		(16,580	)

Cash Flows from Financing Activities:
Advancement from director		16,631			16,580
Net Cash Provided by Financing Activities		16,631			16,580

Net Change in Cash and Cash Equivalents		-			-
Cash and Cash Equivalents, beginning of period		-			-
Cash and Cash Equivalents, end of period	$	-		$	-

Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STARTECH LABS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Startech Labs, Inc. (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company develops customized web solutions with both commercial and retail applications. Currently focused on further development of fare aggregators and travel metasearch engines, the Company owns and operates international online travel and hospitality web portals where users can search for flights and hotels and select the most economical options.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Startech Labs, Inc. is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2024 filed with the SEC on August 29, 2024.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America 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. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

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For the three months ended August 31, 2024 and 2023, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	August 31,		August 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		47,748,982		47,748,982

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

As of August 31, 2024 and May 31, 2024, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

Share-based Expenses

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Recent Accounting Pronouncements

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on its year ended May 31, 2023, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company has incurred net losses since inception on April 20, 2013 through August 31, 2024 totaling $39,113,969 and has negative working capital of $398,699 at August 31, 2024. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

NOTE 4 – COMMON STOCK

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

As of August 31, 2024 and May 31, 2024, 60,647,380 shares of common stock were issued and outstanding.

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NOTE 5 – RELATED PARTY TRANSACTIONS

During the three months ended August 31, 2024 and August 31, 2023, the Director of the Company made advancement of $16,631 and $16,580 for operating expenses on behalf of the Company, respectively.

The loan is non-interest bearing and due on demand.

As of August 31, 2024 and May 31, 2024, the amount due to director was $118,450 and $101,819 respectively.

NOTE 6 – CONVERTIBLE NOTES

	August 31,			May 31,
	2024			2024
Convertible Notes - June 2019	$	56,859		$	56,859
Convertible Notes - August 2019		14,716			14,716
Convertible Notes - November 2019		8,789			8,789
Convertible Notes - February 2020		18,956			18,956
Convertible Notes - May 2020		3,350			3,350
Convertible Notes - August 2020		16,632			16,632
Convertible Notes - November 2020		7,400			7,400
Convertible Notes - February 2021		2,700			2,700
		129,402			129,402
Less current portion of convertible notes payable		(129,402	)		(129,402	)
Non-current convertible notes payable	$	-		$	-

On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock. The total debt discount from the beneficial conversion features of $81,859 was expensed upon issuance of the notes.

On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note.

On November 30, 2019, the Company issued a convertible note to an unaffiliated party of $8,789 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $8,788 was expensed upon issuance of the note.

On January 3, 2020, the Company amended a convertible note of $25,000 issued on June 1, 2019. The amended convertible note is due on demand, bear interest at 5% per annum and are convertible at $0.002 per share for the Company common stock. On February 17, 2020, the note holder of the amended convertible note sold the note to two unaffiliated parties. On June 1, 2020, principal of $11,000 from the convertible notes was converted for 5,500,000 shares of common stock.

On February 29, 2020, the Company issued a convertible note to an unaffiliated party of $4,956 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $4,956 was expensed upon issuance of the note.

On May 31, 2020, the Company issued a convertible note to an unaffiliated party of $3,350 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $3,350 was expensed upon issuance of the note.

On August 31, 2020, the Company issued a convertible note to an unaffiliated party of $16,632 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $16,632 was expensed upon issuance of the note.

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On November 30, 2020, the Company issued a convertible note to an unaffiliated party of $7,400 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $7,400 was expensed upon issuance of the note.

On February 28, 2021, the Company issued a convertible note to an unaffiliated party of $2,700 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $2,700 was expensed upon issuance of the note.

During the three months ended August 31, 2024 and 2023, the Company incurred note interest expense of $7,448 and $7,448, respectively.

As of August 31, 2024 and May 31, 2024, the convertible notes payable was $129,402 and $129,402, respectively, and accrued note interest payable was $147,239 and $139,791, respectively.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the August 31, 2024 to the date these 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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Startech Labs, Inc., a Nevada corporation, unless otherwise indicated.

Overview

We were incorporated in the State of Nevada on April 20, 2013 under the name UpperSolution.com with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

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On January 10, 2018, our company, Analog Nest Technologies, Inc. (“Analog Nest”) and the shareholders of Analog (the “Analog Nest Shareholders”) closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders.

Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application (“app”) company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy – Bald Photo Booth, Fatty – Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector – Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

We have not declared bankruptcy, been involved in receivership or any similar proceeding.

Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property and we do not have a corporate website.

Our Current Business

Startech Labs develops customized web solutions with both commercial and retail applications. Currently focused on further development of fare aggregators and travel metasearch engines, Startech Labs owns and operates international online travel and hospitality web portals where users can search for flights and hotels and select the most economical options.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended August 31, 2024 and 2023.

Three months ending August 31, 2024 compared to three months ending August 31, 2023:

	For the Three Months Ended
	August 31,			August 31,
	2024			2023			Change			%
Operating Expenses	$	17,538		$	19,338		$	(1,800	)	(9%)
Other expense		7,448			7,448			-			-
Net Loss	$	(24,986	)	$	(26,786	)	$	1,800		(7%)

Net loss totaled $24,986 for the three months ended August 31, 2024, compared to a net loss for the three months ended August 31, 2023 of $26,786. The decrease in net loss was mainly due to the decrease in professional fees.

Liquidity and Capital Resources

Working Capital

	August 31,			May 31,
	2024			2024			Change
Current Assets	$	-		$	-		$	-
Current Liabilities	$	398,699		$	373,713		$	24,986
Working Capital Deficiency	$	(398,699	)	$	(373,713	)	$	(24,986	)

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The increase in working capital deficiency during the three months ended August 31, 2024 was primarily a result of an increase of due to related parties and accrued interest payable.

Cash Flows

	For the Three Months Ended
	August 31,			August 31,
	2024			2023
Cash Flows used in Operating Activities	$	(16,631	)	$	(16,580	)
Cash Flows used in Investing Activities		-			-
Cash Flows from Financing Activities		16,631			16,580
Net Change in Cash and Cash Equivalents	$	-		$	-

Cash Flow from Operating Activities

During the three months ended August 31, 2024, our Company used $16,631 in cash from operating activities, compared to $16,580 cash used in operating activities during the three months ended August 31, 2023.

The cash used from operating activities for the three months ended August 31, 2024 was attributed to a net loss of $24,986, reduced by changes in operating assets and liabilities of $8,355.

The cash used from operating activities for the three months ended August 31, 2023 was attributed to a net loss of $26,786, reduced by changes in operating assets and liabilities of $10,206.

Cash Flow from Investing Activities

During the three months ended August 31, 2024 and August 31, 2023, our company did not use any cash in investing activities.

Cash Flow from Financing Activities

During the three months ended August 31, 2024 and August 31, 2023, our company received $16,631 and $16,580 from director’s advancement, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Going Concern

We have incurred net loss since our inception on April 20, 2013 through August 31, 2024 totaling $39,113,969 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2024 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Table of Contents

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

Table of Contents

Item 6. Exhibits

		INCORPORATED BY REFERENCE
EXHIBIT NUMBER	Exhibit Description	Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation, (ii) Bylaws
3.1*	Articles of Incorporation	10-K	3.1	August 21, 2019
3.2	By-Laws	S-1	3.2	August 16, 2013
3.3*	Certificate of Amendment	10-K	3.3	August 21, 2019
(31)	(i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications
31.1*	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer
(32)	Section 1350 Certifications
32.1**	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
(100)	Interactive Data File
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

_________

*Filed herewith.

**Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		STARTECH LABS, INC.
		(Registrant)

Dated: October 2, 2024		/s/ Kevin So
		Kevin So
		President, Chief Executive Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

nullnull

Cover - shares	3 Months Ended
Cover - shares	Aug. 31, 2024	Sep. 25, 2024
Cover [Abstract]
Entity Registrant Name	Startech Labs, Inc.
Entity Central Index Key	0001584480
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Aug. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		60,647,380
Entity File Number	333-190658
Entity Incorporation State Country Code	NV
Entity Address Address Line 1	244 Madison Avenue
Entity Address City Or Town	New York City
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10016-2817
City Area Code	802
Local Phone Number	255-4212
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

BALANCE SHEETS - USD ($)	Aug. 31, 2024	May 31, 2024
Current Assets
Total Current Assets	$ 0	$ 0
Total Assets	0	0
Current Liabilities
Accounts payable and accrued liabilities	3,608	2,701
Accrued interest	147,239	139,791
Due to related party	118,450	101,819
Convertible notes	129,402	129,402
Total Current Liabilities	398,699	373,713
Total Liabilities	398,699	373,713
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized, 60,647,380 shares issued and outstanding	60,647	60,647
Additional paid-in capital	38,654,623	38,654,623
Accumulated deficit	(39,113,969)	(39,088,983)
Total Stockholders' Deficit	(398,699)	(373,713)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2024	May 31, 2024
STOCKHOLDERS' DEFICIT
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	60,647,380	60,647,380
Common stock, shares outstanding	60,647,380	60,647,380

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Operating Expenses
General and administration	$ 761	$ 3,638
Professional	16,777	15,700
Total operating expenses	17,538	19,338
Net loss from operations	(17,538)	(19,338)
Other expense
Interest expense	(7,448)	(7,448)
Total other expense	(7,448)	(7,448)
Net loss before taxes	(24,986)	(26,786)
Provision for income taxes	0	0
Net loss	$ (24,986)	$ (26,786)
Net Loss Per Common Share - Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Common Shares Outstanding	60,647,380	60,647,380

STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock	Additional paid-in capital	Accumulated Deficit
Balance, shares at May. 31, 2023		60,647,380
Balance, amount at May. 31, 2023	$ (308,612)	$ 60,647	$ 38,654,623	$ (39,023,882)
Net loss	(26,786)			(26,786)
Balance, shares at Aug. 31, 2023		60,647,380
Balance, amount at Aug. 31, 2023	(335,398)	$ 60,647	38,654,623	(39,050,668)
Balance, shares at May. 31, 2024		60,647,380
Balance, amount at May. 31, 2024	(373,713)	$ 60,647	38,654,623	(39,088,983)
Net loss	(24,986)	$ 0	0	(24,986)
Balance, shares at Aug. 31, 2024		60,647,380
Balance, amount at Aug. 31, 2024	$ (398,699)	$ 60,647	$ 38,654,623	$ (39,113,969)

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (24,986)	$ (26,786)
Changes in operating assets and liabilities:
Accounts payable	907	2,758
Accrued interest	7,448	7,448
Net Cash Used in Operating Activities	(16,631)	(16,580)
Cash Flows from Financing Activities:
Advancement from director	16,631	16,580
Net Cash Provided by Financing Activities	16,631	16,580
Net Change in Cash and Cash Equivalents	0	0
Cash and Cash Equivalents, beginning of period	0	0
Cash and Cash Equivalents, end of period	0	0
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Aug. 31, 2024

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Basic and Diluted Net Loss Per Share

	August 31,		August 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		47,748,982		47,748,982

Fair Value of Financial Instruments

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Share-based Expenses

Recent Accounting Pronouncements

GOING CONCERN

3 Months Ended

Aug. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

COMMON STOCK

3 Months Ended

Aug. 31, 2024

COMMON STOCK

COMMON STOCK

NOTE 4 – COMMON STOCK

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

As of August 31, 2024 and May 31, 2024, 60,647,380 shares of common stock were issued and outstanding.

RELATED PARTY TRANSACTIONS

3 Months Ended

Aug. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

During the three months ended August 31, 2024 and August 31, 2023, the Director of the Company made advancement of $16,631 and $16,580 for operating expenses on behalf of the Company, respectively.

The loan is non-interest bearing and due on demand.

As of August 31, 2024 and May 31, 2024, the amount due to director was $118,450 and $101,819 respectively.

CONVERTIBLE NOTES

3 Months Ended

Aug. 31, 2024

CONVERTIBLE NOTES

CONVERTIBLE NOTES

NOTE 6 – CONVERTIBLE NOTES

	August 31,			May 31,
	2024			2024
Convertible Notes - June 2019	$	56,859		$	56,859
Convertible Notes - August 2019		14,716			14,716
Convertible Notes - November 2019		8,789			8,789
Convertible Notes - February 2020		18,956			18,956
Convertible Notes - May 2020		3,350			3,350
Convertible Notes - August 2020		16,632			16,632
Convertible Notes - November 2020		7,400			7,400
Convertible Notes - February 2021		2,700			2,700
		129,402			129,402
Less current portion of convertible notes payable		(129,402	)		(129,402	)
Non-current convertible notes payable	$	-		$	-

During the three months ended August 31, 2024 and 2023, the Company incurred note interest expense of $7,448 and $7,448, respectively.

As of August 31, 2024 and May 31, 2024, the convertible notes payable was $129,402 and $129,402, respectively, and accrued note interest payable was $147,239 and $139,791, respectively.

SUBSEQUENT EVENTS

3 Months Ended

Aug. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Basic and Diluted Net Loss Per Share

	August 31,		August 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		47,748,982		47,748,982

Fair Value of Financial Instruments

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Share-based Expenses

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of antidilutive securities excluded from the computation of EPS

	August 31,		August 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		47,748,982		47,748,982

CONVERTIBLE NOTES (Tables)

3 Months Ended

Aug. 31, 2024

CONVERTIBLE NOTES

Schedule of convertible notes

	August 31,			May 31,
	2024			2024
Convertible Notes - June 2019	$	56,859		$	56,859
Convertible Notes - August 2019		14,716			14,716
Convertible Notes - November 2019		8,789			8,789
Convertible Notes - February 2020		18,956			18,956
Convertible Notes - May 2020		3,350			3,350
Convertible Notes - August 2020		16,632			16,632
Convertible Notes - November 2020		7,400			7,400
Convertible Notes - February 2021		2,700			2,700
		129,402			129,402
Less current portion of convertible notes payable		(129,402	)		(129,402	)
Non-current convertible notes payable	$	-		$	-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible notes payable	47,748,982	47,748,982

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Net loss	$ (24,986)	$ (26,786)
Working Capital Deficit	(398,699)
Going Concern [Matter]
Net loss	$ (39,113,969)

COMMON STOCK (Details Narrative) - $ / shares	Aug. 31, 2024	May 31, 2024
COMMON STOCK
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	60,647,380	60,647,380
Common stock, shares outstanding	60,647,380	60,647,380

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023	May 31, 2024
RELATED PARTY TRANSACTIONS
Advancement from director	$ 16,631	$ 16,580
Due to related party	$ 118,450		$ 101,819

CONVERTIBLE NOTES (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Total Convertible Notes	$ 129,402	$ 129,402
Less current portion of convertible notes payable	(129,402)	(129,402)
Non-current convertible notes payable	0	0
May 2020 [Member]
Total Convertible Notes	3,350	3,350
November 2020 [Member]
Total Convertible Notes	7,400	7,400
February 2021 [Member]
Total Convertible Notes	2,700	2,700
June 2019 [Member]
Total Convertible Notes	56,859	56,859
August 2019 [Member]
Total Convertible Notes	14,716	14,716
November 2019 [Member]
Total Convertible Notes	8,789	8,789
February 2020 [Member]
Total Convertible Notes	18,956	18,956
August 2020 [Member]
Total Convertible Notes	$ 16,632	$ 16,632

CONVERTIBLE NOTES (Details Narrative) - USD ($)	3 Months Ended
CONVERTIBLE NOTES (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023	May 31, 2024
Convertible Notes Payable	$ 129,402		$ 129,402
Interest expense	7,448	$ 7,448
Accrued interest payable	147,239		139,791
Due to related parties	118,450		101,819
Convertible Notes Payable	129,402		$ 129,402
June 1, 2019 [Member] \| Unaffiliated Parties [Member]
Convertible Notes Payable	$ 81,859
Interest rate	25.00%
Debt conversion price per share	$ 0.01
Debt discount beneficial conversion features	$ 81,859
On August 31, 2019 [Member] \| Unaffiliated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.95
Debt discount beneficial conversion features	$ 6,971
Due to related parties	$ 14,717
On November 30, 2019 [Member] \| Unaffiliated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.95
Debt discount beneficial conversion features	$ 8,788
Due to related parties	$ 8,789
On January 3, 2020 [Member] \| UnAffilated Parties [Member]
Interest rate	5.00%
Debt conversion price per share	$ 0.002
Convertible Notes Payable	$ 25,000
On February 29, 2020 [Member] \| Unaffiliated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 4,956
Convertible Notes Payable	$ 4,956
On May 31, 2020 [Member] \| UnAffilated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 3,350
Convertible Notes Payable	$ 3,350
On August 31, 2020 [Member] \| Unaffiliated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 16,632
Convertible Notes Payable	$ 16,632
On November 30, 2020 [Member] \| UnAffilated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 7,400
Convertible Notes Payable	$ 7,400
On February 28, 2021 [Member] \| Unaffiliated Parties [Member]
Interest rate	25.00%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 2,700
Convertible Notes Payable	2,700
June 1, 2020 [Member]
Debt instrument converted amount	$ 11,000
Debt instrument converted shares issued	5,500,000