UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2008~~2009

o 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 Incorporation)		(I.R.S. Employer Identification Number)

3300 North A Street Suite 2-210 Midland, Texas 79705
(Address of principal executive offices)
Registrant’s telephone number, including area code: (432) 682-8373

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No x

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 x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

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 the 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2)

Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. $12,~~790~~973,~~903.19~~605 based upon $0.03 per share which was the last price at ~~which~~ which the common equity was sold on the ~~NASDAQ~~Over the Counter Bulletin Board ~~Market~~.

The number of shares of the issuer’s common stock issued and outstanding as of March 0926, ~~2009~~2010 was 90201,~~854~~620,~~104~~194 shares.

Documents Incorporated By Reference: None

STARINVEST GROUP, INC

FORM 10-K FOR THE FISCAL YEAR

ENDED DECEMBER 31, ~~2008~~2009

TABLE OF CONTENTS

		Page No.
PART I
Item 1	Description of Business	3
Item 1A	Risk Factors	56
Item 1B	Unresolved Staff Comments	1012
Item 2	Description of Property	1012
Item 3	Legal Proceedings	1012
Item 4	~~Submission~~Removed ofand ~~Matters to a Vote of Security Holders~~Reserved	1013
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1013
Item 6	Selected Financial Data	1115
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1216
Item 7A	Quantitative and Qualitative Disclosure About Market Risk	1621
Item 8	Financial Statements and Supplementary Data	1621
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2734
Item 9A	Controls and Procedures	2734
Item 9B	Other Information
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2736
Item 11	Executive Compensation	2938
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3141
Item 13	Certain Relationships and Related Transactions, and Director Independence	3242
Item 14	Principal Accountant Fees and Services	3242
PART IV
Item 15	Exhibits, Financial Statement Schedules	3343
Signatures		3444

PART I

ITEM 1. DESCRIPTION OF BUSINESS

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “STIV,” “we,” “our” or “us” refer to StarInvest Group, Inc., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance, or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, and results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Overview

~~StarInvest~~The ~~Group,~~Company ~~Inc.~~ is anfocused ~~operating~~on ~~company~~offering ~~providing~~a ~~transfer~~full ~~agent~~menu of services toin ~~public~~the financial sector ~~and~~through ~~private~~its Usubsidiaries My Transfer Agent, LLC, Stocktransfer.Scom, MyTransferAgent.com, ~~companies~~EXX.com ~~The~~and Todd & Co. As a result of our October 16, 2009 acquisition of EXX.COM, LLC, the Company is ~~currently~~now ~~offering~~forming ~~its~~a strategy to expand the customer base of EXX.com into our Broker Dealer (BD Todd and Company. The (EXX.Com) ECN platform will provide quote services, news retrieval, charting, option chain pricing and archive all trading information, for readily accessibility, as required by securities regulations in the financial industry. In addition customers of our BD and EXX will have remote access to viewing and executing orders through ~~its~~the ~~wholly~~EXX ~~owned subsidiaries~~platform Myon ~~Transfer~~the NYSE, OTC markets, ~~Agent~~OTC BB , ~~LLC~~OTC Pink sheets and option markets. The EXX Customer support ~~StockTransfer~~desk will facilitate traditional services for clients looking for direct assistance and offer full service to the retail audience.~~com~~ The institutional application is a cost effective, compliant focused flexible system with unique characteristics welcomed by institutional customers. EXX will aggressively market the platform by mid 2010.

My Transfer Agent (“MTA”) provides "turn-key" solutions of transfer agent, legal, EDGAR and other related services to public and private companies. MTA serves as ~~transfer~~a ~~agent~~Transfer Agent performing the functions of original issue, cancellation and reissuance of stock certificates and ~~uncertificated~~noncertificated shares. ~~MTA~~ MTA is committed to delivering a complete package of products and services ~~focused~~ focused on today's technology but never losing sight that service is the first priority. The strategy for MTA is to acquire smaller transfer agents, to aggregate the customer base and introduce new technologies and services to its customers

Stock Transfer.com (“ST”) is a resource information website providing the latest information about the stock transfer industry and providing consulting services for public and private companies.

StockTransfer.com consolidates industry specific information to educate, inform and assist companies with finding information about being or going public. The site is also used as a vehicle to educate shareholders about their investments and give them access to services and professionals who can assist them.

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 December 31, 2008, we have invested approximately $1,297,970 in 5 companies.

Stock Transfer.com (“ST”) is an agent’s resource for information providing the latest information about the stock transfer industry and providing consulting services for public and private companies. StockTransfer.com consolidates industry specific information to educate, inform and assist companies with finding information about being or going public. The site is also used as a vehicle to educate shareholders about their investments and give them access to services and professionals who can assist them.

EXX.COM (EXX) is a software company that provides services to Broker-Dealers, Hedge Funds, Algorithmic Trading Firms, and high net worth individuals. Revenues are generated by three sources; fees, rebates and commissions. Fees include individual fees, desktop fees, database fees, compliance fees, archiving fees, FIX connection fees, OMS fees and professional fees. Rebates include payment by the exchanges for order flow primarily options exchanges. Commissions include transactional fees for trading equity and options.

EXX does not have signed agreements in place with clients. The clients rely on the EXX platform to provide stable and robust trading sessions. They are billed monthly for fee’s and commissions.

EXX operates with a support staff and a programmer support team. EXX management continues to look for efficiencies and complementary services to increase cost efficiencies and increase profit margins. EXX has a customer help desk that is the first contact for our clients if they have any questions or problems with a trade or the software. We have contract programmers and system technicians to handle any hardware and/or connection problem that may come up during the trading session and to support problems that the help desk needs assistance with.

EXX is in the business of building autonomous, efficient reliable and cost effective trading platforms in order to achieve Straight through Processing (STP) in the financial industry. The Company's main business is customizing proprietary platforms from one program so STP is enabled across all the financial networks.

Todd & Company is a registered Broker dealer in the financial sector. StarInvest recently closed the acquisition and acquired all of the outstanding shares of common stock of Todd & Co. On March 17, 2010, Todd & Company received FINRA’s approval of the firm’s 1017 applications and acceptance of StarInvest Group Inc., as the new owner. We are currently interviewing candidates for the positions of CEO and CCO. Once they are introduced and approved by FINRA, Todd & Company will be able to begin operations. This may represent a further step forward in the implementation of our long term strategy to become a full service financial firm with 21st century technologies creating a recurring revenue model by servicing new and existing customers.

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, and services. As of December 31, 2009, we invested approximately $649,999 in 2 companies. The Company is looking to sell non core business as the financial sector has become our foundation to grow. The proceeds from the asset sales will be used to reduce debt and drive growth in MTA, Todd & Co and EXX.com.

Although 2009 has been a very challenging year for all small business, especially in the financial sector, STIV was able to reduce cash expenditures and to address a number of unexpected challenges. For example, shortly after the sale of EXX to StarInvest Group, Inc, the founders Carter and Dovico resigned from their positions. While the Company is evaluating legal remedies to recover any loss caused by Carter and Dovico, the management was able to quickly replace them with a new team and at the same time trim operational costs by more that 60%. Also the vendors of EXX have been very supportive in working with the company as it manages its cash flow.

We are a small company with limited financial and managerial resources. In addition to the risks and uncertainties that we face, we have an immediate need to raise additional capital to fund our business and the plans that we have made. We cannot assure you that we will be successful in raising any additional capital, if we are successful in doing so, that we can do so on terms that reasonable in light of our current circumstances.

History

We are a Nevada corporation that was elected to be regulated as a business development company under the Investment Company Act of 1940, ~~in 2004~~ as amended (the “1940 Act”). The Company was a specialty investment company principally providing capital and other assistance to start-up and micro companies. The Company focused its portfolio in a wide variety of different sectors including but not limited to alternative resources, technology, biotech, insurance, and services. Our investment objective was to maximize our portfolio’s total return by investing in the debt and/or equity securities of start-up and micro companies. We also sought to provide our stockholders with current income on investments in debt securities and long-term capital growth through the appreciation in the value of warrants or other equity instruments that we may receive when we make debt investments or equity investments.

AsIn a2008, the Company changed it business ~~development~~focus ~~company,~~and ~~the~~withdrew ~~Company was~~its ~~required~~election to ~~meet~~be ~~certain~~treated as ~~regulatory~~a ~~tests,~~business ~~including~~development ~~the~~company ~~requirement~~and toas ~~invest~~a atresult ~~least~~of ~~70%~~its withdrawal of ~~its~~election ~~total~~to ~~assets~~be intreated ~~eligible~~as ~~portfolio~~Business ~~companies.~~Development ~~In addition~~Company, the Company ~~had~~was ~~elected~~no tolonger qualified to be treated ~~for~~as ~~federal~~a ~~income~~RIC. ~~tax~~Accordingly, ~~purposes~~the asCompany afiled ~~regulated~~the ~~investment company, or~~appropriate ~~RIC,~~documentation ~~under~~to ~~the~~withdraw ~~Internal~~its ~~Revenue~~election ~~Code~~to ofbe ~~1986~~treated ~~(the~~as ~~“Code”).~~a RIC.

~~In 2008~~Currently, ~~the~~we ~~Company~~are ~~changed~~an itoperating ~~business~~company ~~focus~~with ~~and~~the ~~withdrew~~ultimate ~~its~~goal ~~election~~ to bebecome ~~treated as~~ a ~~business~~full ~~development company and as a result of its withdrawal of election to~~services befinancial ~~treated~~firm asproviding ~~business~~Transfer ~~development company~~Agent, ~~the~~Edgar ~~Company~~filings ~~was~~services, ~~no longer qualified to be treated as a RIC. Accordingly~~Brokering, ~~the Company filed the appropriate~~and ~~documentation~~Trading toSolutions ~~withdraw its election~~ to bedomestic ~~treated~~and asinternational ~~a RIC~~companies.

~~Currently~~Our ~~our~~headquarter ~~headquarters~~is ~~are~~located at 3300 North A Street, Suite 2-210, Midland, Texas 79705 and our telephone number is (432) 682-8373.

Market Opportunity

Many transfer agents and broker/dealers have scaled back their operations or simply closed down in response to the credit crunch and the slowdown of the economy ~~during the fiscal year ended December 31, 2008~~. Many others operate in a difficult and fragmented market and lack the necessary size to efficiently service their clients. In addition, the current regulatory environment favors large and established businesses forcing ~~small~~smaller ~~transfer~~companies ~~agents~~ to review their structure and change their strategies.

Management believes that all these factors will create opportunities for the Company to acquire and or to merge with other ~~transfer~~financial ~~agents~~services providers given the ongoing consolidation in the financial ~~services~~ industry. Now more than ever it is vital for a corporation to increase revenues while decreasing the overall operating costs. Starinvest strongly believes that growth through acquisitions represents the best possible solution to reach these goals and achieve profitability for its shareholders.

Competition

My Transfer Agent, LLC

By the 1960’s there were thousands of commercial transfer agents servicing public companies and municipalities. Today, no more than 20 companies dominate the business. More than 90% of all companies “outsource” the transfer agent function to commercial transfer agents. The transfer agent business is highly specialized. Few companies have the necessary expertise to perform the following tasks; transferring stock, escheatment, capital structure changes, employee stock plan and direct purchase plan administration, dividend distributions, dividend reinvestment plan administration, proxy tabulation.

Commercial transfer agents are regulated by the SEC. Agents also have to comply with federal bank, postal and IRS regulations. In addition, each of the states has different abandoned property laws. All of these agencies can fine transfer agents that are not in compliance. Also commercial transfer agents have specialized equipment. The cost of mailing machines, OCR readers, or software can be spread over thousands of accounts. In-house agents may struggle to justify some of these expenses.

Commercial transfer agents assume liability. Commercial transfer agents for the New York and American Stock Exchange companies have to carry transfer agent liability insurance. Also commercial transfer agents provide expert advice providing guidance on new regulations, direct purchase plans, industry innovations, and know the pulse of the industry. Many agents also have a formal client communication program including newsletters and seminars.

EXX.com

There are many companies competing in this arena from small trading firms to large companies like Goldman, Sachs and Co. Each one of them provides a trading “engine” enabling their clients to trade fast and efficiently. What separates EXX from the competition is the customization capability of its software, which is designed primarily to serve small/medium size Broker Dealers and Hedge Funds. Also, the advanced compliance component, of the OATS reporting has been designed to provide compliance departments the ability to review archived documents and adjust risk management features in real-time. This is pertinent to the current environment of increased scrutiny by the regulatory agencies on the financial services industry.

Employees

We have three employees that manage our day-to-day ~~investment~~ operations: Robert H. Cole is serving as our Chief Executive Officer and Chief Financial Officer and Cristiano Germinario is serving as the Company’s Secretary and isOperations Manager ~~providing~~of ~~back-office~~My ~~administrative~~Transfer ~~support~~Agent, ~~under a consultancy agreement~~LLC. Leon Urbaitel is serving as ~~the~~ ~~President~~the President of Stocktransfer, LLC and My Transfer Agent, LLC.

We had three employees that manage the day to day operations of EXX. James Dovico served as Chief Executive Officer and Douglas Carter served as the Chief Technological Officer and Marc Raffensperger served as Help Desk coordinator. On December 11, 2009, James Dovico resigned as the CFO of EXX, and on February 19, 2010 Douglas Carter resigned as the CTO of EXX and on the same date Marc Raffensperger resigned as Help Desk coordinator. We are currently evaluating legal remedies to recover any loss caused by Messrs. Carter and Dovico. At the present time, Christopher Collins is serving as the Help Desk coordinator and Stephen Bamford is serving as the CTO. We are currently looking for a new CEO.

Compliance Policies and Procedures. We have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws, and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation.

ITEM 1A. RISK FACTORS

An investment in our securities involves certain risks relating to our structure and investment objectives. The risks set out below are not the only risks we face, and we face other risks which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

We are in default in the payment of our 8% Note.

We are in default of the $775,000 note related to the Loan Agreement with Strasbourger, Pearson, Tulcin, Wolff, Incorporated dated March 12, 2006 (“SPTW”) a privately-held NYSE Member Firm, which specializes in convertible securities, and small-cap private placement. The note bears interest at the rate of 8% per annum and is secured by all of the Company’s assets. The note was due on March 12, 2007. As of December 31, 2008, the outstanding principal amount of $250,000, together with accrued interest of $71,108 or a total of $321,108, is due and payable. We have been engaged in discussions with the lenders and at this juncture, we believe to be very close to settling this matter.

Our ability to continue as a “going concern” is uncertain.

Our consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The independent registered public accounting firm’s report on our consolidated financial statements as of and for the fiscal year ended December 31, ~~2008~~2009 includes an explanatory paragraph that states that we have an accumulated deficit and experienced recurring losses from operations that raise a substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have an accumulated deficit of $1214,~~237~~427,~~547~~501 and $1112,~~556~~237,~~416~~547 at December 31, ~~2008~~2009 and ~~2007~~2008, respectively. Additionally, for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, we used cash in operations of $~~115~~725,~~498~~960 and $30115,~~159~~498, respectively.

Our ability to meet future cash and liquidity requirements is dependent on a variety of factors, including our ability to raise more capital, successfully negotiate extended payment terms with our lenders and the performance of our investments. The presence of the going concern note may have an adverse impact on our relationship with third parties such as potential investors, our lenders and potential targets for investment. If we are unable to continue as a going concern, our lenders would foreclose on their collateral and we would have to liquidate our remaining assets, if any. This would have a material adverse effect on your investment in us.

We are in default in the agreement to acquire MTA and ST.

Pursuant to our agreement to purchase MTA and ST, Phoenix Holding agreed to invest up to $250,000 for software development, promotion, advertising and to assist in funding of the necessary infrastructure for My Transfer Agent, LLC. Furthermore, pursuant to the employment agreement with Leon Urbatel dated October 06, 2008, we are committed to paying Mr. Urbatel a bonus of $25,000 within 10 days from the execution of the agreement. As of March 09, 2009, a balance of $22,500 is still owned by the Company. Since neither payments have been completely satisfied, we are currently in default with the seller of the transfer agency.

We have historically lost money and decreases may continue in the future.

We have historically lost money. The net loss for ~~2008~~2009 was approximately $~~681~~1,~~131~~913,328 and we expect that future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given that we will be successful in reaching or maintaining profitable operations.

We need additional capital to finance operations.

Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties. We will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available in an amount sufficient to continue operations or on terms favorable to us. If we sell shares of our common stock to raise capital, the equity interests of our existing shareholders may be diluted. If we are unable to obtain adequate financing we may have to curtail, suspend or cease business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.

We are a Company with a limited operating history.

We have a limited operating history as a transfer agent. We are subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that we will not achieve our targets and that the value of your investment in us could decline substantially.

Our officers and directors have the ability to exercise significant influence over matters submitted for stockholder approval and their interests may differ from other stockholders.

We have 3 shareholders that own more than a 510% interest and among ~~the three of~~ them, they ~~own~~ own approximately 2339.6027% of the outstanding shares. Our directors and executive officers directly and indirectly own in the aggregate approximately 1615.6563% of our outstanding shares. Our directors and executive officers, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including issuing common and preferred stock, and appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these board members may differ from the interests of the other stockholders.

We may change our business objectives without shareholder approval.

We may make acquisitions without shareholder approval and such acquisitions could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.

Our financial condition and results of operations will depend on our ability to manage our future growth effectively.

We have a limited operating history. As such, we are subject to the business risks and uncertainties associated with any new business enterprise, including the lack of experience in managing or operating a transfer agent company. Our ability to achieve our targets will depend on our ability to grow, which will depend, in turn, on our ability to identify, analyze, and acquire competitors that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of our management’s structuring of the investment process, its ability to provide competent, attentive and efficient services to customers, and our access to financing on acceptable terms. As we grow, we will need to hire, train, supervise and manage new employees. Failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive market for investment opportunities.

A large number of entities compete with us. We compete with a large number of private and public transfer agents including financial services companies such as banks. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. There can be no assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive opportunities from time to time, and we can offer no assurance that we will be able to identify and make acquisitions that are consistent with our strategy.

Our business model depends upon the development of strong referral relationships.

If we fail to maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms, we will not be able to grow our business and achieve our objectives. In addition, persons with whom we have informal relationships are not obligated to provide us with potential clients, and therefore there is no assurance that such relationships will lead to the origination of new revenues.

We may not realize gains from our Current Portfolio.

We invested in debt securities, as well as equity securities. However, the equity interests we received may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our Current Portfolio, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

The lack of liquidity in Current Portfolio may adversely affect our business.

As stated above, our current investments are not generally in publicly traded securities. Substantially all of these securities are subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. Also, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We expect that our holdings of equity securities may require several years to appreciate in value, and we can offer no assurance that such appreciation will occur.

We may experience fluctuations in our quarterly results.

We may experience fluctuations in our quarterly operating results due to a number of factors, including the rate at which we make new investments, the interest rates payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Regulations governing our operation as a transfer agent company could affect our ability to raise additional capital, which may expose us to risks, including the typical risks associated with leverage.

We will require a substantial amount of capital, which we may acquire from the following sources:

Senior securities and other indebtedness. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities”. If we issue senior securities, including preferred stock and debt securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss. If we incur leverage to make investments, a decrease in the value of our investments would have a greater negative impact on the value of our common stock. If we issue debt securities or preferred stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. In addition, such securities may be rated by rating agencies, and in obtaining a rating for such securities, we may be required to abide by operating and investment guidelines that could further restrict our operating flexibility. Furthermore, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders.

Common stock. We may sell the Company'’s common stock, warrants, options or rights to acquire common stock, at a price below the then-current net asset value of our common stock if our Board of Directors determines that such sale is in our best interest and that of our stockholders, and our stockholders approve such sale. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders at that time would decrease and they may experience dilution. Moreover, we can offer no assurance that we will be able to issue and sell additional equity securities in the future on favorable terms or at all.

A change in interest rates may adversely affect our profitability.

A portion of our income will depend upon the difference between the rate at which we borrow funds (if we do borrow) and the interest rate on the debt securities in which we invested. Some of our investments in debt securities are at fixed rates and others at variable rates. We may, but will not be required to, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts, subject to applicable legal requirements. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions, and we will initially have to purchase or develop such expertise.

Provisions of the Nevada General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

Our charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price for our common stock.

RISKS RELATED TO OUR CURRENT PORTFOLIO

Start-up and micro companies are subject to many risks, including volatility, intense competition, decreasing life cycles and periodic downturns.

Prior to the withdraw to be treated as a business development company,; we invested in small and micro companies, some of which may have relatively short operating histories. The revenues, income (or losses) and valuations of start-up and micro companies can and often do fluctuate suddenly and dramatically.

Elections to not make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with business development company requirements or the desire to maintain our tax status.

Because we generally do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

Although we may do so in the future, to date we have generally not taken controlling equity positions in our portfolio companies. As a result, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially. Many factors relating to the price of our common stock are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

·	price and volume fluctuations in the overall stock market from time to time;

·	significant volatility in the market price and trading volume of securities of regulated investment companies, business development companies or other financial services companies;

·	actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;

·	general economic conditions and trends;

·	loss of a major funding source; or

·	departures of key personnel.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of our stock price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

There is a risk that you may not receive dividends or that our dividends may not grow over time.

We cannot assure you that we will achieve our targets that will allow any specified level of cash distributions or year-to-year increases in cash distributions.

Our common stock is deemed to be a “penny stock,” which may make it more difficult for you to sell your shares.

Our common stock is deemed to be “penny stock” as that term is defined and promulgated under the Securities Exchange Act of 1934. These requirements may reduce the potential market for the common stock by reducing the number of potential investors. For example many mutual funds and other institutional investors are prohibited from investing in “penny stocks.” This may make it more difficult for investors of the common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock with a price of less than $5.00 per share.

Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.

Our common stock may be affected by limited trading volume and may fluctuate significantly.

There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders’ ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

Our common stock is traded on the “Over-the-Counter Bulletin Board,” which may make it more difficult for you to resell your shares due to suitability requirements.

Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain for the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given that the market for such securities is often limited, the stocks are more volatile, and the risks to investors are greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.

Future developments may cause our stock to be no longer traded on the OTCBB.

Future developments, such as a loss of assets, insolvency, or an inability to comply with certain regulatory requirements, may cause our stock to be no longer listed on the OTCBB, which may make it more difficult to sell your stock or may affect the price at which you may be able to sell your stock.

Changes in the law or regulations that govern us could have a material effect on us or our operations.

We are regulated by the SEC. In addition, changes in the laws or regulations that govern transfer agents may significantly affect our business. Any change in the law or regulations that govern our business could have a material effect on us or our operations. Laws and regulations may be changed from time to time, and the interpretations of the relevant laws and regulations also are subject to change, which may have a material effect on our operations.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock you may face difficulties in selling shares at attractive prices. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

We may incur significant expenses as a result of being quoted on the OTCBB, which may negatively impact our financial performance.

We may incur significant legal, accounting and other expenses as a result of being listed on the OTCBB. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not applicable.~~None

ITEM 2. DESCRIPTION OF PROPERTY

We do not own any real estate or other physical properties materially important to our operation. Since March 2006, our principal executive offices have been ~~relocated~~located to 3300 North A Street Suite 2-210, which are being provided by our CEO/CFO, Robert Cole, free of charge, on a month to month basis. InManagement ~~December~~believes ~~2007,~~that weour ~~opened a new~~ office ~~located~~in atTexas 61is ~~Broadway,~~adequate ~~16th~~for ~~Floor,~~our ~~New~~operation ~~York,~~s NYas ~~10006~~presently conducted. WeEXX is ~~pay~~currently ~~rent~~located inat ~~the~~600 ~~amount~~Old ofCountry $1Road,~~500~~ ~~per~~Suite ~~month~~318, ~~for~~Garden ~~this space.~~City, ~~Our~~NY. MTA ~~lease~~is ~~will~~currently ~~expire~~located onat ~~April~~117 30Randolph, ~~2009.~~Jersey ~~Management believes that our offices in~~City, ~~Texas and New York are adequate for our operations as presently conducted~~NJ.

ITEM 3. LEGAL PROCEEDINGS

There are no other pending legal proceedings to which the Company is a party or in which ~~any~~ any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~12

No ~~matters~~ITEM ~~were~~4. REMOVED ~~submitted to a vote of security holders during the fourth quarter~~AND ~~of the fiscal year ended December 31, 2008.~~RESERVED

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the OTCBB under the symbol “STIV.” Following is the range of high and low sales prices on the OTCBB for the common stock for the periods indicated. This chart was based on information obtained from the OTCBB.

	High		Low
Calendar Year 2009
First Quarter	$	0.07	$	0.01
Second Quarter	$	0.07	$	0.01
Third Quarter	$	0.03	$	0.01
Fourth Quarter	$	0.03	$	0.01
Calendar Year 2008
First Quarter	$	0.05	$	0.03
Second Quarter	$	0.09	$	0.01
Third Quarter	$	0.06	$	0.01
Fourth Quarter	$	0.03	$	0.01
Calendar Year 2007
First Quarter	$	0.03	$	0.01
Second Quarter	$	0.04	$	0.01
Third Quarter	$	0.05	$	0.01
Fourth Quarter	$	0.05	$	0.01

The last reported price for our common stock on March 0231, ~~2009~~2010 was $0.0702 per share.

Holders

As of March 0231, ~~2009~~2010, we had approximately 700 shareholders of record.

Dividends

We have not paid cash dividends on our common stock and we do not plan to pay cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

On ~~October~~December 0828, ~~2008~~2009 the Company issued 1310,~~716~~000,~~667~~000 restricted common shares ~~with a~~in ~~market~~relation ~~value~~to ofthe ~~approximately~~ $~~164~~140,~~600~~214.92 insecured ~~relation~~promissory tonote ~~its~~dated ~~acquisition~~December of16, 2009 ~~Stocktransfer.com~~between ~~and~~the MyCompany ~~Transfer~~and ~~Agent~~Reese-Cole Partnership, ~~LLC~~Ltd. OfUnder the ~~13,716,667~~terms ~~shares,~~of the 9secured note the Company agreed to issue 10,~~633~~000,~~334~~000 restricted common shares ofto Reese-Cole ~~common~~Partnership, ~~stock~~Ltd ~~were~~as ~~issued~~inducement to ~~Phoenix~~the ~~Holdings,~~lender ~~Inc,~~to ~~and~~grant the loan. The ~~remaining~~transaction ~~balance~~is ofexempt from registration pursuant to an exemption from registration provided by Section 4~~,083,333~~(2) ~~shares~~of the Securities Act of ~~common~~1933, ~~stock~~as amended. The proceeds were ~~issued~~used tofor Mrworking capital purposes. ~~Urbaitel.~~

As of December 28, 2009 a total of $57,000, was due and payable to R & J Cole, Inc. for Mr. Cole’s services as CEO/CFO. Mr. Cole agreed to accept 6,500,000 restricted common shares in lieu of $52,000 of the $57,000 which was owed and the stock was registered under the name of R & J Cole, Inc. The transaction is exempt from registration pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

On December 09, 2009 the Company issued a total of 625,000 restricted common shares of the Company as stock compensation to its employees and consultants. The transaction is exempt from registration pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

On November 04, 2009 the Company agreed to acquire all of the outstanding capital stock of Todd & Co., a broker/dealer located in Hasbrouck Height, New Jersey for $100,000 convertible note convertible into 3,333,333 restricted common shares of the Company. The transaction is exempt from registration pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

On October 28, 2009 the Company issued 11,641,096 restricted common shares in relation to the conversion of the defaulted $775,000 note dated March 12, 2006. As of October 28, 2009 a total of $321,108, was due and payable. The Noteholders agreed to convert such amount into 11,641,096 restricted common shares of the Company. The transaction is exempt from registration pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

On October 09, 2009 the Company issued 82,000,000 restricted common shares in relation to its acquisition of EXX.com. Of the 82,000,000 shares, 41,000,000 shares of common stock were issued to James Dovico, and the remaining balance of 41,000,000 shares of common stock were issued to Douglas Carter. The transaction is exempt from registration pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

We have not repurchased ~~20,000~~any shares of ~~the~~ ~~Company~~ our common stock during the fiscal year ended December 31, ~~2008~~2009.

Period	a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
September 29, 2008	20,000	$0.01	20,000	$200

Securities authorized for issuance under equity compensation plans.

On December 10, ~~2008~~2009 the Company issued as compensation a total of 9625,~~500,~~000 restricted common shares with a market ~~value~~valued of approximately $726,~~000~~250 to ~~R &~~Tim JKeyes ~~Cole~~(100,000), ~~Inc.~~Leon Urbaitel, (8100,000),~~000~~ ~~common~~Mark ~~shares~~Raffensperger (50,000), ~~Roger~~Chris Collins ~~Moreau~~(100,000), Chris Griffin (~~500~~100,000), ~~common~~Manu ~~shares~~Kalia (25,000) and Cristiano Germinario (1150,000~~,000 common shares~~) for their services as Directors of the Company.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data for the each of the last five fiscal years for the Company is derived from our financial statements which have been audited by Larry O’Donnell, CPA, our independent registered public accounting firm. The data should be read in conjunction with our financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

Statement of Operations

	Year Ended December 31,
Statement of Operations	~~2008~~2009			~~2007~~2008			~~2006~~2007			~~2005~~2006			~~2004~~2005
Total Income		~~133~~954,~~686~~410			~~186~~133,~~934~~686			86186,~~707~~934			4186,~~931~~707			9441,~~226~~931
Selling, administrative and general & stock based expenses		~~338~~1,~~583~~489,763			~~148~~338,~~585~~583			~~241~~148,~~134~~585			~~865~~241,~~829~~134			~~260~~865,~~821~~829
Net income (loss) before other income (expense)		(~~204~~1,~~897)~~340,988	)		38(204,~~349~~897	)		~~(154~~38,~~427~~349	)		(~~823~~154,~~898~~427	)		(~~166~~823,~~595~~898	)
Interest expense		5250,~~510~~519			7652,~~697~~510			5176,~~532~~697			2251,~~362~~532			~~218~~22,~~072~~362
Net realized unrealized gain (loss)/(Other expense)		(~~476~~572,~~234~~340	)		(25476,~~127~~234	)		(~~868~~25,~~480)~~127	)		~~219~~(868,~~503~~480	)		-219,503
Net income (loss)	$	(~~681~~1,~~131~~913,328	)	$	13(681,~~222~~131	)	$	(113,~~022,907~~222	)	$	(~~626~~1,~~757~~022,907	)	$	(~~384~~626,~~667~~757	)
EARNINGS PER COMMON SHARE:
Basic & diluted income (loss) per common share	$	(0.0102	)	$	(0.0001	)	$	(0.0400	)	$	(0.0304	)	$	(20.0203	)

Balance Sheet

December 31,

Balance Sheet

~~2008~~2009

~~2007~~2008

~~2006~~2007

~~2005~~2006

~~2004~~2005

Working capital

(~~336~~1,~~326~~624,414

)

(~~527~~336,~~692~~326

)

(1527,~~257,206~~692

)

(~~827~~1,~~045~~257,206

)

(34827,~~891~~045

)

Total assets

13,~~482~~752,~~822~~867

21,~~155~~482,~~537~~822

12,~~734~~155,537

21,~~697~~734,~~660~~537

~~914~~2,~~162~~697,660

Long-term debt, capital leases and due to officer

Shareholders’ Equity (Deficit)

1,~~097~~909,~~160~~698

1,~~541~~097,~~904~~160

~~335~~1,~~450~~541,904

1335,~~825,465~~450

~~(34~~1,~~891~~825,465

)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Annual Report.

12Our primarily objective will be to operate and expand internally our transfer agent business. Also we will look to expand our business through acquisitions and/or mergers of our operating subsidiaries My Transfer Agent, LLC and Stocktransfer, LLC with current competitors. We will seek to acquire transfer agents that have been operating for at least one year prior to the date of our acquisition and at the time of our investment have employees, revenues and preferably positive cash flow.

Overview

Our primarily objective will be to operate and expand internally our transfer agent business. Also we will look to expand our business through acquisitions and/or mergers of our operating subsidiary, My Transfer Agent, LLC with current competitors. We will seek to acquire transfer agents that have been operating for at least one year prior to the date of our acquisition and at the time of our investment have employees, revenues and preferably positive cash flow.

Our secondary objective will be to liquidate our current portfolio maximizing the value for our shareholders. As stated above, our current investments are not generally in publicly traded securities. Substantially all of these securities are subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. Also, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We expect that our holdings of equity securities may require several years to be fully liquidated and we can offer no assurance that such liquidation will occur.

To the extent possible, our loans are collateralized by a security interest in the borrower’s assets or guaranteed by a principal to the transaction. Interest payments, if not deferred, are normally payable quarterly.

Current Portfolio Company	Investment	Cost
Miscor, Ltd	Common Stock	$22,970.00
Crownbutte Wind Power, Inc	Common Stock	$199,999
Strasbourger, Pearson, Tulcin, Wolff, Inc	Common Stock	$275,000.00
Western Roses Memorial Park, Inc	Secured Loan	$450,000
Crownbutte Wind Power, Inc	Common Stock	$300,000.00
Total		$649,999
Western Roses Memorial Park, Inc	Secured Loan	$450,000.00
Health Rush, Inc	Common Stock	$250,000.00
Total		$1,297,970.00

Health Rush, Inc and Strasbourger Pearson Tulcin Wolff, Inc were written off at the end of the fiscal quarter ending December 31, 2009. Currently Health Rush’s management is seeking funding to roll out the strategy in the North East US market. StarInvest’s management has decided to write down the value of Health Rush to zero to be conservative on its portfolio valuations. If the situation should change management will re-adjust Health Rush’s valuation.

Strasbourger Pearson Tulcin Wolff Inc (SPTW) withdrew its registration as a Broker Dealer in July 2009. With the financial markets challenges and erosion of credit facilities the capital requirement forced the firm to withdraw its registration. Currently, the firm is inactive; therefore management has decided to write down the value of SPTW to zero to be conservative on its portfolio valuations. If the situation should change management will re-adjust SPTW’s valuation.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified our investment valuation policy as a critical accounting policy.

Investment Valuation

The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We value our investment portfolio each quarter. For investments in which there is no readily available, reliable market information, the Company utilized the “fair value method” for ascribing value. This valuation method has members of our portfolio management team provide information to our Board of Directors on each portfolio company including the most recent financial statements and forecasts, if any. The Board of Directors then uses the information provided by the portfolio management team in its determination of the final fair value of investments, as noted in the Schedule of Investments.

The Board of Directors’ final determination of fair value is based on some or all of the following factors, as applicable, and any other factors considered relevant:

·	the nature of any restrictions on the disposition of the securities;

·	assessment of the general liquidity/illiquidity of the securities;

·	the issuer’s financial condition, including its ability to make payments and its earnings and discounted cash flow;

·	the markets in which the issuer does business;

·	the cost of the investment;

·	the size of the holding and the capitalization of issuer;

·	the nature and value of any collateral;

·	the prices of any recent transactions or bids/offers for the securities or similar securities or any comparable securities that are publicly traded;

·	any available analyst, media or other reports or information deemed reliable by the independent valuation firm regarding the issuer or the markets or industry in which it operates;

·	certified appraisal reports

·	past experience with the valuation of the securities; and

·	the sensitivity of the securities to fluctuations in interest rates.

The fair value method for valuing securities may be applied to the following types of investments:

·	private placements and restricted securities that do not have an active trading market;

·	securities whose trading has been suspended or for which market quotes are no longer available;

·	debt securities that have recently gone into default and for which there is no current market;

·	securities whose prices are stale; and

·	securities affected by significant events.

Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had a readily available market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the amount ultimately realized on these investments to be different than the valuation currently assigned.

Interest Income Recognition

Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected.

Managerial Assistance Fees

As a business development company we were required to offer to make available managerial assistance to our portfolio companies. As of December 31, 2008, we have not received any cash fees for such services.

Results of Operations

Year ended December 31, ~~2008~~2009 compared to year ended December 31, ~~2007~~2008

Income

For the year ended, December 31, ~~2008~~2009 gross ~~income~~revenue totaled $~~133~~954,~~686~~410 as compared to $~~186~~133,~~934~~686 for the year ended December 31, ~~2007~~2008. During the past year the Company has shifted its focus from a business development company to becoming a transfer agent and a software provider for Broker-Dealers, Hedge Funds, Algorithmic Trading Firms, and high net worth individuals. As such, its operations now consist of managing the day by day operations of ~~our subsidiary~~two subsidiaries, as well as, liquidating our current portfolio. Future revenues are expected to be generated by our ~~subsidiary~~subsidiaries as well as from the liquidation of our current portfolio.

Expenses

For the year ended December 31, ~~2008~~2009, expenses totaled $~~338~~1,~~583~~489,763 as compared to $~~148~~338,~~585~~ 583 for the year ended December 31, ~~2007, an increase of 128%~~2008. The increase was a result of ~~less~~the ~~extraordinary~~purchase ~~income~~of ~~in 2008~~EXX. ~~Taking out~~com ~~extraordinary income for both years, expenses decreased $16,473 to $396,256. Professional fees and consulting services required to operate the Company caused the increase~~ in ~~expenses in 2007~~2009.

Net Income (Loss) before other income (expenses)

The company’s net loss before other income (expenses) totaled $~~204~~1,~~897~~340,988 as compared to ~~income~~a loss of $38204,~~349~~897, respectively for the years ended December 31, ~~2008~~2009 and ~~2007~~2008. This increase to the loss is primarily due to ~~increased~~the ~~professional~~purchase ~~fees and~~of ~~less extraordinary items in 2008 as compared to 2007~~EXX.com.

Net Realized Gains/Losses

The Company had net realized gain for the year ended December 31, ~~2008~~2009 of $509,~~349~~399 as compared to a gain of $~~225~~50,~~427~~349 in ~~2007~~2008. The Company sold some performing investments in both ~~2008~~2009 and ~~2007~~2008 that created the realized gain.

Net Unrealized Depreciation on Investments

Net unrealized losses were $~~526~~581,~~583~~739 for the year ended December 31, ~~2008~~2009 as compared to losses of $~~250~~526,~~554~~583 for the year ended December 31, ~~2007~~2008, primarily as a result of decreases in the value of the Company’s portfolio investments.

Year ended December 31, ~~2007~~2008 compared to year ended December 31, ~~2006~~2007

Income

Income for the years ended December 31, ~~2007~~2008 and ~~2006~~2007 were $~~186~~133,~~934~~686 and $86186,~~707~~934, respectively. During ~~these~~2007 ~~years~~ the Company shifted its focus to ~~becoming~~ becoming an investment company. As such, its operations consisted of ~~making~~ making investments in small, developing businesses. In 2008, the ~~Company~~ Company renounced ~~it's~~its existence as an investment company. Future revenues are expected to be generated through our ~~subsidiary~~subsidiaries and the liquidation of our investments.

Expenses

For the year ended December 31, ~~2007~~2008, general and administrative expenses were $~~243~~120,~~776~~560 as compared to $~~142~~243,~~177~~776 for the year ended December 31, ~~2006~~2007, ~~an increase of~~a 71decrease of 51%. The ~~increase~~decrease was a result of ~~increased~~decreased operating expenses due to to the ~~ramp~~reorganization up of the Company's ~~investments~~operations in ~~other developing companies and developing markets~~2008.

Net Income (Loss) before other income (expense)

The Company’s net ~~income~~loss before other income (expense) totaled $38204,~~349~~897 for the year ended December 31, ~~2007~~2008. This compared to a net ~~loss~~income before ~~income~~other income (expense) of $~~154~~38,~~427~~349 for the year ended December 31, ~~2006~~ 2007. This income in 2007 was primarily due to the extraordinary income caused by the write down of accounts payable.

Net Unrealized Depreciation on Investments

Net unrealized losses were $~~250~~526,~~554~~583 in the year ended December 31, ~~2007~~2008 as compared to an unrealized loss of $~~590~~250,~~524~~554 for the year ended December 31, ~~2006~~2007, primarily as a result of the write down of company investments in both ~~2007~~2008 and ~~2006~~2007.

Liquidity and Capital Resources

During the fiscal year ended December 31, ~~2008~~2009, the Company funded its requirements for working capital primarily through the sale of investments and convertible loans.

For the year ended December 31, ~~2008~~2009, net cash used in operating activities was $~~115~~725,~~498~~960, which was primarily attributable to a net loss of $~~681~~1,~~131~~913,328 and a net change in unrealized depreciation of $~~526~~581,~~583~~739, along with an increase in accounts payable and accrued expenses of $652,652. This compares to ~~net~~ net cash used in operating activities of $30115,~~159~~498 for the year ended December 31, ~~2007~~ 2008. The primary difference was the increase in ~~unrealized depreciation~~accounts payable and accrued expenses along with the ~~reduction~~net ofloss ~~extraordinary~~from ~~income~~its insubsidiary ~~2008~~EXX.com in 2009.

Net cash ~~received~~used ~~from~~by ~~investments~~investing activities was $~~272~~35,~~353~~304 for the year ended December 31, ~~2008~~2009 as compared to net cash ~~paid~~received ~~for~~from investments of $~~600~~272,~~000~~353 for the year ended December 31, ~~2007~~2008.

For the year ended December 31, ~~2008~~2009, net cash ~~used~~provided inby financing activities was $~~202~~764,~~127~~ 855 which was attributable to ~~loans~~proceeds ~~repaid~~from ~~of $201,913 and repurchased shares of~~convertible ~~$214~~loans. This compares to $~~666~~202,~~986~~127 ~~provided~~used by financing activities in ~~2007~~2008.

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 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.

Going Concern Consideration

The Company has an accumulated deficit of $14,427,501 at December 31, 2009. Additionally, for the year ended December 31, 2009, the Company had net cash used by operating activities of $725,960. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is taking steps to address this situation by implementing its new business plan and by working on the marketing of its subsidiaries My Transfer Agent, LLC and EXX.com and liquidating its current investment holdings as soon as practicable.

Management expects operations to generate negative cash flow at least through December 2010 and the Company does not have existing capital resources or credit lines available that are sufficient to fund operations and capital requirements as presently planned over the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect.

Off-Balance Sheet Arrangements

At December 31, ~~2008~~2009, the Company did not have any off-balance sheet liabilities or other contractual obligations that are reasonably likely to have a current or future material effect on our financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Report of Independent Registered Public Accounting Firm	17
Balance Sheet for the years ending December 31, 2008 and December 31, 2007	18
Balance Sheet for the years ending December 31, 2009 and December 31, 2008
Statements of Operations for the year ending December 31, 2008, 2007, and 2006	19
Statements of Operations for the year ending December 31, 2009, 2008 and 2007,
Statement of Cash Flows for the year ending December 31, 2008, 2007 and 2006	20
Statement of Cash Flows for the year ending December 31, 2009, 2008 and 2007
Statement of Stockholders' Equity for the year ending December 31, 2008	21
Statement of Stockholders' Equity for the year ending December 31, 2009
Notes to Financial Statements	22

1621

Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545 2228 South Fraser Street

Fax (303) 369-9384 Unit I

Email larryodonnellcpa@msn.com Aurora, Colorado 80014

www.larryodonnellcpa.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors

StarInvest Group, Inc.

Midland, Texas

I have audited the accompanying balance sheets of StarInvest Group, Inc. including the schedule of investments as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related statements of operations, stockholders’equity and cash flows for the years ended December 31, ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of StarInvest Group, Inc. as of December 31, ~~2008~~2009 and ~~2007~~2008, and the results of its operations and cash flows for the years ended December 31, ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1214,~~237~~427,~~547~~501 at December 31, ~~2008~~2009. Additionally, for the year ended December 31, ~~2008~~2009, the Company ~~used~~incurred ~~cash~~a innet ~~operations~~loss of $~~115~~1,~~498~~913,328. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Larry O’Donnell, CPA, P.C.

~~February 23,~~March ~~2009~~30, 2010

1722

STARINVEST GROUP, INC.
BALANCE SHEET
AS OF DECEMBER 31, 2008 & 2007
AS OF DECEMBER 31, 2009 & 2008
	2008			2007
	2009			2008
ASSETS	(audited)			(audited)
Current Assets
Cash	$	711,~~936~~527		$	537,~~208~~936
Receivable, deposits and other		1179,~~553~~476			71,~~735~~553
Computers and software (net)		14,847			-
Total current assets		191,003			9,489
Total current assets		24,336			60,943
Computers and software (net)		150,809			14,847
Investments and loans (cost of $1,297,970 & $2,118,174)		1,282,525			2,094,594
Investments and loans (cost of $649,999 & $1,297,970)		721,630			1,282,525
Website and oranization costs (net)		111,361			-
Website and other assets (net)		619,415			111,361
Goodwill		642,~~600~~070,010			-64,600
Total assets	$	13,~~482~~752,~~822~~867		$	21,~~155~~482,~~537~~822
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	19671,~~239~~891		$	4519,~~297~~239
		-			-
Loans payable		1,143,526			341,423
Loans payable		341,423			543,336
Total current liabilities		1,815,417			360,662
Total current liabilities		360,662			588,633
Long term liabilities		27,752			25,000
Obligation to repurchase shares		25,000			25,000
Stockholders' equity
Common stock, $.001 par value, 900,000,000 shares
authorized; 91,875,714 and 68,679,047 shares issued
authorized; 201,620,200 and 91,875,714 shares issued
and outstanding, respectively		91201,~~876~~620			6891,~~679~~876
Additional paid-in-capital		1316,~~242~~135,~~831~~579			13,~~029~~242,~~641~~831
Treasury stock		-			-
Accumulated deficit		(1214,~~237~~427,~~547~~501	)		(1112,~~556~~237,~~416~~547	)
Total stockholders' equity		1,~~097~~909,~~160~~698			1,~~541~~097,~~904~~160
Total liabilities and stockholders' equity	$	13,~~482~~752,~~822~~867		$	21,~~155~~482,~~537~~822

1823

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
	2008			2007			2006
	2009			2008			2007
Operations:
Interest	$	69,506		$	151,934		$	30,707
Total Revenue	$	954,410		$	133,686		$	186,934
Consulting income		64,180			35,000			56,000
Cost of sales		805,635			-			-
Total Income		133,686			186,934			86,707
Gross profit		148,775			133,686			186,934
Expenses:
General and administrative		~~120~~1,~~560~~316,196			~~243~~120,~~776~~560			~~142~~243,~~177~~776
Professional Fees		~~223~~123,~~186~~048			92223,~~256~~186			8892,~~319~~256
Other (Income) expense		~~(57,673~~-	)		(~~264~~57,~~144~~673	)		(40264,~~894~~144	)
Interest Expense		5250,~~510~~519			7652,~~697~~510			5176,~~532~~697
Total expenses		~~338~~1,~~583~~489,763			~~148~~338,~~585~~583			~~241~~148,~~134~~585
Net Income (Loss) before other income (expenses)		(~~204~~1,~~897~~340,988	)		38(204,~~349~~897	)		~~(154~~38,~~427~~349	)
Net Realized and Unrealized Gains (Losses):
Net realized gains (losses)		509,~~349~~399			~~225~~50,~~427~~349			~~(277~~225,~~956~~427	)
Net change in unrealized depreciation		(~~526~~581,~~583~~739	)		(~~250~~526,~~554~~583	)		(~~590~~250,~~524~~554	)
Total net realized and unrealized losses		(~~476~~572,~~234~~340	)		(25476,~~127~~234	)		(~~868~~25,~~480~~127	)
Net income (loss)	$	(~~681~~1,~~131~~913,328	)	$	13(681,~~222~~131	)	$	(113,~~022,907~~222	)
Basic & diluted earnings (loss) per common share	$	(0.0102	)	$	(0.0001	)	$	(0.0400	)
Weighted average shares outstanding - basic & diluted		72110,~~408~~665,~~306~~532			5272,~~707~~408,~~483~~306			2752,~~931~~707,~~122~~483

1924

STARINVEST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
	2008			2007			2006
	2009			2008			2007
Cash flows from operating activities:
Net income (loss)	$	(~~681~~1,~~131~~913,328	)	$	13(681,~~222~~131	)	$	(113,~~022,907~~222	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		267,~~777~~131			-2,777			-
Net unrealized loss in investments		~~526~~581,~~583~~739			~~250~~526,~~554~~583			~~590~~250,~~524~~554
Interest expense		4550,~~000~~519			7645,~~697~~000			-76,697
Consulting income		-			~~(35,000~~-	)		(5635,000	)
Non-cash professional fees		726,~~000~~250			-72,000			-
Interest income		(6045,~~851~~000	)		(~~151~~60,~~934~~851	)		-(151,934	)
Extraordinary income		~~(57,673~~-	)		(~~264~~57,~~144~~673	)		(40264,~~894~~144	)
(Increase) decrease in receivable		6(177,~~182~~923	)		~~100~~6,~~000~~182			(100,~~500~~000	)
Changes in assets and liabilites
Changes in assets and liabilities
(Increase) decrease in assets:
Decrease in other assets		-			-			26,207
Other investments		-			-			(24,491	)
Other investments		-			(24,491	)		-
Increase (decrease) in liabilities:
Non-cash decrease in accounts payable		5752,~~673~~000			~~264~~57,~~144~~673			-264,144
Accounts payable and accrued expenses		~~(26~~652,~~058~~652	)		(~~259~~26,~~207~~058	)		(75259,~~662~~207	)
Total adjustments		~~565~~1,~~633~~187,368			~~(43~~565,~~381~~633	)		~~343~~(43,~~675~~381	)
Net cash used in operating activities		(~~115~~725,~~498~~960	)		(30115,~~159~~498	)		(~~679~~30,~~232~~159	)
Cash flows used by investing activities
Net cash (paid for) received from investments		~~272~~(35,~~353~~304	)		~~(600~~272,~~000~~353	)		(~~281~~600,~~104~~000	)
Cash flows from financing activities
Net proceeds from (repayments) of loans		~~(201~~764,~~913~~855	)		(~~526~~201,~~247~~913	)		~~721~~(526,~~192~~247	)
Debt converted to shares		-			~~266,633~~-			-266,633
Payment to repurchase shares		~~(214~~-	)		-(214	)		~~(64,761~~-	)
Proceeds from issuance of common stock		-			~~926,600~~-			~~320~~926,~~136~~600
Net cash provided by (used in) financing activities		~~(202~~764,~~127~~855	)		~~666~~(202,~~986~~127	)		~~976~~666,~~567~~986
Net increase (decrease) in cash		~~(45~~3,~~272~~591	)		36(45,~~827~~272	)		1636,~~231~~827
Cash, beginning of period		537,~~208~~936			1653,~~381~~208			~~150~~16,381
Cash, end of period		711,~~936~~527			537,~~208~~936		$	1653,~~381~~208

2025

STARINVEST GROUP, INC.

STARINVEST GROUP, INC.
STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 2009 & 2008

				Stock
	Common Stock		Additional	Subscription	Treasury	Accumulated
	Shares	Amount	Paid In Capital	Receivable	Stock	Deficit	Total

Beginning Balance, January 1, 2008	68,679,047	68,679	13,029,641	-	-	(11,556,416)	1,541,904

Issuance of common stock for Professional Fees	9,500,000	9,500	62,500	-	-	-	72,000

Issuance of common stock for Acquisition	13,716,667	13,717	150,883	-	-	-	164,600

Net repurchase and retiring of shares	(20,000)	(20)	(193)	-	-	-	(213)

Net loss	-	-	-	-	-	(681,131)	(681,131)

Balance, December 31, 2008	91,875,714	91,876	13,242,831	-	-	(12,237,547)	1,097,160

Issuance of common stock for Professional Fees	7,125,000	7,125	51,125	-	-	-	58,250

Issuance of common stock for Acquisition	82,000,000	82,000	2,513,010	-	-	-	2,595,010

Net repurchase, retiring issued for debt shares	8,978,390	8,978	(8,978)	-	-	(276,626)	(276,626)

Convertible notes	11,641,090	11,641	337,591	-	-	-	349,232

Net loss	-	-	-	-	-	(1,913,328)	(1,913,328)

Balance, December 31, 2009	201,620,194	201,620	16,135,579	-	-	(14,427,501)	1,909,698

~~STOCKHOLDERS' EQUITY~~26

AS OF DECEMBER 31, 2008 & 2007

										Stock
	Common Stock						Additional			Subscription			Treasury			Accumulated
	Shares			Amount			Paid In Capital			Receivable			Stock			Deficit			Total
Beginning Balance, January 1, 2007		27,592,971			27,593			12,445,014			(180,000	)		(387,519	)		(11,569,638	)		335,450
Issuance of common stock for cash		32,233,334			32,233			894,367			-			-			-			926,600
Debt converted to shares		8,897,742			8,898			257,734			-			-			-			266,632
Net repurchase and retiring of shares		(45,000	)		(45	)		(567,474	)		180,000			387,519			-			-
Net loss		-			-			-			-			-			13,222			13,222
Balance, December 31, 2007		68,679,047			68,679			13,029,641			-			-			(11,556,416	)		1,541,904
Issuance of common stock for Professional Fees		9,500,000			9,500			62,500			-			-			-			72,000
Issuance of common stock for Acquisition		13,716,667			13,717			150,883			-			-			-			164,600
Net repurchase and retiring of shares		(20,000	)		(20	)		(193	)		-			-			-			(213	)
Net loss		-			-			-			-			-			(681,131	)		(681,131	)
Balance, December 31, 2008		91,875,714			91,876			13,242,831			-			-			(12,237,547	)		1,097,160

STARINVEST GROUP, INC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2008~~2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

StarInvest Group, Inc. (“StarInvest” or the “Company”) was incorporated on September 26, 1985 as Gemini Energy Corporation under the laws of the State of Nevada. On January 28, 1994, the Company’s name was changed to Nerox Energy Corporation. On April 24, 1998 the Company’s name was changed to Nerox Holding Corporation. On December 15, 1998 the Company’s name was changed to E*twoMedia.com. On December 19, 2000 the Company’s name was changed to Exus Networks, Inc. On November 22, 2002 the Company’s name was changed to Exus Global, Inc. On January 13, 2005 the Company’s name was changed to StarInvest Group, Inc.

In January 2001, an Agreement to Exchange Stock dated January 15, 2001 was entered into by and between Exus and Exus New York (the “Agreement”). Under terms of the Agreement, Exus New York exchanged all of its issued and outstanding shares for 20,000,000 shares of the Company. After the Agreement, the Company owned 79% of the outstanding common stock of the combined entity and became the surviving corporation. The transaction has been accounted for as a reverse acquisition under the purchase method for business combinations. On November 25, 2002, the Company amended its articles of incorporation to change the name of the Company to Exus Global, Inc. On March 9, 2004, the Company filed Form N-54 to elect to report as a business development company (BDC) under the Investment Company Act of 1940. On January 12, 2005, the Company changed its name to StarInvest Group Inc.

In 2008, the Company changed it business focus and withdrew its election to be treated as a business development company and as a result its withdrawal of election to be treated as business development company, the Company was no longer qualified to be treated as a RIC.

Revenue Recognition

We record interest income on an accrual basis for loans on which we expect to collect such amounts. We will not accrue interest if we have reason to doubt our ability to collect such interest. Consulting revenue is recognized at the time the services are performed.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value.

Property and Equipment

Property and equipment are stated at cost. Depreciation is being provided on the modified accelerated cost recovery system over the estimated useful lives of the assets (generally three to ten years).

Loss per Common Share

The Company complies with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires dual presentation of basic and diluted earnings per share for all periods presented. Basic earnings per share excludes dilution and is computed by dividing loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since there are no outstanding options, convertible debentures or preferred stock there is no difference between basic and diluted calculations.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the estimated fair value of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock. The Company has adopted the “disclosure only” alternative described in SFAS 123 and SFAS 148, which require pro forma disclosures of net income and earnings per share as if the fair value method of accounting had been applied.

Fair Value of Financial Instruments

The carrying amount reported in the consolidated balance sheets for cash, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of the financial instruments.

Use of Estimates

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. In the normal course of business, the Company may enter into contracts that contain a variety of representations and provide indemnifications. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based upon experience, the Company expects the risk of loss to be remote.

Investment Valuation

The Company carries its investments at fair value, as determined in good faith by the Board of Directors. Securities that are publicly traded are valued at the closing price on the valuation date. Debt and equity securities that are not publicly traded are valued at fair value as determined in good faith by the Board of Directors. In making such determination, the Board of Directors values non-convertible debt securities at cost plus amortized original issue discount plus payment-in-kind (“PIK”) interest, if any, unless adverse factors lead to a determination of a lesser valuation. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had a readily available market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuation currently assigned.

Federal Income Taxes

Permanent differences are reclassified among capital accounts in the financial statement to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

The Company utilizes the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are established based on the differences between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending December 31, 2008 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.

In March 2008, the Financial Accounting Standards board (FASB) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS 161). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund’s financial statement disclosures.

The FASB has revised SFAS No. 141. This revised statement establishes uniform treatment for all acquisitions. It defines the acquiring company. The statement further requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair market values as of that date. It requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquired, at the full amounts of their fair values. This changes the way that minority interest is recorded and modified as a parent’s interest in a subsidiary changes over time. This statement also makes corresponding significant amendments to other standards that related to business combinations, namely, 109, 142 and various EITF’s. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company believes the implementation of this standard will have no effect on our financial statements.

In May 2008, FASB issued SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles”. Effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Board does not expect that this Statement will result in a change in current practice. However, transition provisions have been provided in the unusual circumstance that the application of the provisions of this Statement results in a change in practice. The Company believes the implementation of this standard will have no effect on our financial statements.

In May, 2008 FASB issued SFAS 163. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The Company believes the implementation of this standard will have no effect on our financial statements.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1214,~~237~~427,~~547~~501 at December 31, ~~2008~~2009. Additionally, for the year ended December 31, ~~2008~~2009, the Company had net cash used by operating activities of $~~115~~725,~~498~~960. The ~~financial~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is taking steps to address this situation~~. The~~ ~~Company~~by ~~is in the process of~~ implementing its new business plan and by working on the marketing of its ~~subsidiary~~ subsidiaries My Transfer Agent, LLC and EXX.com and liquidating its current investment holdings as soon as practicable.

Management expects operations to generate negative cash flow at least through December ~~2009~~2010 and the Company does not have existing capital resources or credit lines available that are sufficient to fund operations and capital requirements as presently planned over the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect.

NOTE 3 - INCOME TAXES

Current income taxes are computed at statutory rates on pretax income. Deferred taxes would be recorded based on differences in financial statements and taxable income. At December 31, ~~2008~~2009, the Company had elected to carry forward net operating losses for federal and state income tax purposes of approximately $68,~~856~~769,~~000~~300 that are available to reduce future taxable income through ~~2021~~2022. As utilization of such operating losses for tax purposes is not assured, the deferred tax asset has been fully reserved through the recording of a 100% valuation allowance. These operating losses may be limited to the extent an “ownership change”, as defined under section 382 of the Internal Revenue Code, occurs. The provision (benefit) for income taxes differs from the amounts computed by applying the statutory Federal income tax rate of 35% to income (loss) before provision for income taxes is as follows:

	2008				2007
	2009			2008
Tax benefit computed at statutory rates	$	(~~238~~669,~~400~~600	)	$	$(238,400	~~(417,370~~)	)
State income tax benefit (net of Federal Tax)		(3495,~~100~~600	)		(34,100	~~(58,000~~)	)
Permanent differences		125,000			125,000	~~125,000~~
Income tax benefit not utilized		~~147~~640,~~500~~200			147,500	~~350,370~~
Net income tax benefit	$	-		$	$-	-

The components of the deferred tax asset as of December 31, ~~2008~~2009 are as follows:

	2008				2007
	2009			2008
Deferred Tax Asset:
Net Operating Loss Carryforward	$	23,~~742~~507,~~500~~700		$	$2,742,500	~~2,471,500~~
Accrued compensation		-			-	-
		2,742,500				2,471,500
		3,507,700			2,742,500
Less: Valuation Allowance		(23,~~742~~507,~~500~~700	)		(2,742,500	~~(2,471,500~~)	)
Net Deferred Tax Asset	$	-		$	$-	-

2430

NOTE 4 – LOANS PAYABLE

			2008		2007
		2009		2008
Current loans payable with an aggregate principal of $775,000, due May 10, 2007, principal and interest at 8% per annum, interest paid quarterly. Accrued interest on these loans at December 31, 2008 is approximately $71,108. These loans are unsecured.		0		321,108		~~510,938~~
Related parties notes payable, due immediately, no interest accruing. These notes are unsecured.				20,315		32,398
Convertibles Debenture payable with an aggregate principal of $886,103.97, due in March 31, 2013 at an interest at 3% per annum, interest paid semi-annually. Accrued interest on these convertibles at December 31, 2009 is approximately $9,156.02. These loans are unsecured.		895,260		0
	Totals		$	341,423	$	543,336
Other Loans		251,018		0
	Totals	$1,146,278		$ 321,108

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Employment Agreements

The Company has a contract with R & J Cole, Inc, to hire Robert H. Cole to serve as its CEO/CFO. ~~This~~Under ~~contract,~~this ~~modified on December 31~~Contract, ~~2008,~~the ~~agrees~~Company agreed to pay Mr. Cole $7,500 per month until December 31, 2009. For 2010 the Contract was modified to increase Mr. Cole salary from $7,500 per month to $10,000 per month. The Company has a contract with Mr. Cristiano Germinario to serve as consultant of the Company. He has been serving in this capacity since April 1, 2006 and continues to serve in this position. Under its consulting agreement ~~with~~ Mr. Germinario ~~the~~is ~~Company was paying $3,500 per month up to January 2007,~~paid ~~but it has been raised to~~ $5,000 per month ~~starting in February 2007~~. This contract ~~expires~~expired in March 2009 and has been extended until March 2010. All contracts can be extended from year to year.

Litigation

There are no lawsuits that we are aware of as of March 0926, 2009.

NOTE 6 - STOCKHOLDERS’ DEFICIT

Stock as settlement of debt

~~The~~We were ~~Company~~in ~~issued~~default ~~stock for settlement~~ of ~~debt~~the ~~to two shareholders~~$775,000 ~~valuing~~note ~~such issues~~related atto the ~~fair~~Loan ~~market~~Agreement ~~value~~with ~~of the stock. During the year ended~~Strasbourger, ~~December~~Pearson, 31Tulcin, ~~2005~~Wolff, ~~the~~Incorporated ~~Company~~(“SPTW”) ~~issued~~a anprivately-held ~~aggregate~~NYSE ofMember ~~210~~Firm,~~000 shares of common~~ ~~stock~~which specializes in ~~consideration~~convertible ofsecurities, ~~debt~~and ~~owed~~small-cap byprivate ~~the~~placement (“SPTW”) ~~Company. Such~~dated ~~shares~~March ~~were valued~~12, at2006. anOn ~~aggregate~~October ~~of $35~~28,~~000~~ ~~representing~~2009 the ~~fair~~Company ~~value~~and of the ~~shares~~ ~~issued. As~~Noteholders ofreached ~~December~~an ~~31,~~agreement ~~2005,~~under ~~these~~which ~~shareholders have~~ the ~~right~~Company ~~to put~~agreed ~~back~~ to ~~the~~pay ~~Company 100,000 shares at .50 per share for~~ a ~~net liability of~~total of $45349,~~000~~232. As88 ofincluding ~~December~~principal ~~31,~~and ~~2006,~~accrued ~~the~~interest ~~company~~to ~~settled~~the ~~with~~Noteholders ~~one~~and ~~shareholder~~the ~~and~~Noteholders ~~for~~agreed ~~$10,000~~to ~~and~~convert wesuch ~~still~~amount ~~have~~into a11,641,096 ~~net~~restricted ~~liability~~common shares of ~~$25,000 for~~ the ~~other~~ ~~shareholder~~Company.

On ~~June~~ 29December 28, ~~2007~~2009, we ~~reached~~instructed anour ~~agreement~~transfer ~~with~~agent ~~New~~to ~~Canaan~~issue ~~Partners~~6, ~~Ltd a company~~500, ~~which~~000 isrestricted ~~controlled~~common byshares ~~certain~~to ~~minority~~R ~~shareholders~~& ofJ ~~StarInvest Group~~Cole, Inc. ~~New Canaan Partners Ltd agreed~~ to ~~convert~~settle at a ~~fix~~total ~~conversation rate~~ of $~~0.03 per share their defaulted 8% note~~52,000 ~~which was collateralized by all~~ of ~~the assets of~~ ~~the~~unpaid ~~Company,~~salaries ~~into~~due ~~8,030,664~~to ~~restricted~~our ~~common~~CEO ~~shares~~Mr. ofRobert ~~StarInvest Group, Inc~~H. ~~The~~ ~~principal of $187,500 and accrued interest of $53,420 outstanding on the defaulted 8% note was aggregated for a total conversion amount of $240,920~~Cole.

On June 29, 2007, we instructed our transfer agent to issue 857,078 restricted common shares to Mr. Notowitz as per his conversion at a fix conversation rate of $0.03 per share of his 8% Note dated May 10, 2006 due on May 12, 2007. The principal of $25,000 and accrued interest of $712.33 outstanding on the note was aggregated for a total conversion amount of $25,712.33.

Stock Sold

During the year ended December 31, ~~2007~~2009, the Company sold 32a total of $886,~~243~~103 convertible debentures,~~334~~ convertible into 41,213,575 restricted shares of its common stock under a Regulation D offering ~~for a total of $967,300~~. No shares were sold in ~~2008~~ 2009.

Stock Options

As of December 31, ~~2008~~2009 ~~there~~the ~~were~~Company nogranted ~~outstanding~~a ~~options~~total of 3 series of Warrants (A-B-C) to the noteholder in relation to the Company’s Regulation D offering. No ~~warrants~~Each orseries ~~options~~grants ~~were~~the ~~granted~~right into ~~2007~~the noteholders to exercise the right to convert up to 41,213,575 restricted shares of its common stock at a strike price of $0.15 $0.25 and $0.35 respectively.

NOTE 7 - SUBSEQUENT EVENTS

On ~~February~~January 0507, ~~2009,~~2010 the ~~Company~~Board ~~resolved~~of toDirector beinstructed inthe ~~principal~~Company’s ~~desirous~~transfer agent to ~~acquire 100%~~put ~~ownership of EXX.com, LLC~~ a ~~company~~stop ~~specialized~~transfer inon ~~providing~~all ~~connectivity and~~certificates ~~software~~issued ~~solutions~~ to ~~small~~James Dovico and ~~medium~~Douglas Carter ~~sized~~in ~~stock~~relationship ~~brokerage,~~to ~~arbitrage, investment~~their ~~banking~~sale ~~firms,~~of ~~and~~EXX. ~~Hedge~~The ~~Funds~~Board inhas ~~major~~been ~~American~~informed ~~markets~~that Dovico and ~~with~~Carter ~~it principal~~have ~~place~~breached oftheir ~~business~~contract aton 70several ~~Hill Top Road~~occasions, ~~Suite~~and ~~1004, Ramsey, NJ 07446~~the ~~through~~Company ~~the~~is ~~issuance~~taking oflegal ~~restricted~~actions ~~shares~~to ofrecover ~~the~~any ~~common~~loss ~~stock~~incurred ofin ~~StarInvest~~this ~~Group, Inc~~transaction.

NOTE 8 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, ~~2008~~2009 and ~~2007~~2008:

	Year ended December 31, 2008				Year ended December 31, 2007
	Year ended December 31, 2009			Year ended December 31, 2008
Numerator for basic and diluted income (loss) per share	$	(~~681~~1,~~131~~913,328)	)	$	$(681,131	~~13,222~~)
Denominator for basic and diluted weighted average shares		72110,~~408~~665,~~306~~532			72,408,306	~~52,707,483~~
Basic and diluted net income (loss) per common share	$	(0.01	)		$	0.00
Basic and diluted net loss per common share	$	(0.02)		$	(0.01	)

NOTE 9 - OTHER INCOME

Other income includes primarily extraordinary income (relief of debt) due to the write down of accounts payable in 2007 and 2008. The Company does not ordinarily write down payables, thus the one large tax payable and smaller trade payables were considered extraordinary.

NOTE 10 - FINANCIAL HIGHLIGHTS

Statement of Operations Data:	For the Year Ended December 31, 2009	For the Year Ended December 31, 2008			~~For the Year Ended December 31, 2007~~
Total Income	$954,410	$133,686	~~133,686~~		$	~~186,934~~
Total Expenses	1,489,763	338,583	~~338,583~~			~~148,585~~
Net Income (Loss) before other income (expense)	(1,340,988)	(204,897)	~~(204,897~~	)		~~38,349~~
Net Realized and Unrealized (Losses) Gains	(572,340)	(476,234)	~~(476,234~~	)		~~(25,127~~	)
Net Income (Loss)	(1,913,328)	(681,131)	~~(681,131~~	)		~~13,222~~
Per Share Data:
Net Income (Loss) per Share	$(0.02)	$(0.01)	~~(0.01~~	)	$	~~0.00~~
Balance Sheet Data:
Total Assets	$3,752,867	$1,482,822	~~1,482,822~~		$	~~2,155,537~~
Borrowings Outstanding	1,143,526	341,423	~~341,423~~			~~543,336~~
Shareholders’ Equity	1,909,698	1,097,160	~~1,097,160~~			~~1,541,904~~

2633

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements on accounting or financial disclosure with Larry O’Donnell, CPA, the Company’s independent public accounting firm during the fiscal year ended December 31, ~~2008~~2009.

ITEM 9A~~(T)~~. CONTROLS AND PROCEDURES.

a) ~~Evaluation of~~ Disclosure Controls and Procedures

~~Our Chief~~ ~~Executive~~Evaluation ~~Officer and Chief Financial Officer evaluated the effectiveness~~ of ~~our~~Disclosure 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.Controls

Our ~~Chief~~ Chief Executive Officer and ~~Chief~~Principal Financial Officer, isafter ~~responsible~~evaluating ~~for~~the ~~establishing~~effectiveness ~~and~~of ~~maintaining~~the ~~adequate~~Company’s ~~internal~~“disclosure ~~control~~controls ~~over~~and ~~financial~~procedures” ~~reporting~~ (as defined in ~~Rule~~the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(fe) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective such that the information required to be disclosed by us in reports filed under the ~~Exchange~~Securities Exchange Act of 1934 is (i). recorded, processed, ~~Our~~summarized ~~internal~~and ~~control~~reported ~~over~~within the time periods specified in the ~~financial~~SEC’s ~~reporting~~rules isand forms aand ~~process~~(ii) accumulated ~~designed~~and communicated to ~~provide~~our ~~reasonable~~management, ~~assurance~~including our 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 ~~reliability~~objectives of ~~financial~~the controls ~~reporting~~system are met, and ~~the~~no ~~preparation~~evaluation of controls can provide absolute ~~financial~~assurance ~~statements~~that ~~for~~all ~~external~~control ~~purposes~~issues inand ~~accordance~~instances ~~with~~of ~~accounting~~fraud, if any, within a ~~principles~~company ~~generally~~have ~~accepted~~been indetected. ~~the~~We ~~United~~believe ~~States~~our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

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'Management’s ~~operation and are in a position to override any~~Report ~~system~~on ofInternal ~~internal~~Control ~~control.~~Over ~~Additionally,~~Financial ~~smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.~~Reporting

b)Management ~~Changes~~of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in ~~Internal~~Rules ~~Control~~13a-15(f) under the Securities Exchange Act of 1934, internal control over ~~Financial~~financial ~~Reporting~~reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, 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 of America.

~~During~~The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the ~~Quarter~~maintenance ~~ended~~of ~~December~~records, 30that, ~~2008~~in reasonable detail, ~~there~~accurately ~~was~~and nofairly ~~change~~reflect inthe ~~our~~transactions ~~internal~~and ~~control over~~dispositions ~~financial~~of ~~reporting~~the Company’s assets; (2) provide reasonable assurance that transactions are recorded as ~~such~~necessary ~~term~~to ispermit ~~defined~~preparation of financial statements in accordance ~~Rule~~with ~~13a-15(f)~~generally ~~under~~accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with ~~Exchange~~authorizations ~~Act~~of the Company’s management and directors; and (3) ~~that~~provide reasonable ~~has~~assurance ~~materially~~regarding ~~affected,~~prevention or istimely ~~reasonably~~detection ~~likely~~of tounauthorized ~~materially affect~~acquisition, ~~our~~use ~~internal~~or ~~control~~disposition ~~over~~of the Company’s assets that could have a material effect on the financial ~~reporting~~statements.

~~LACK~~Because of OFits ~~INDEPENDENT~~inherent ~~BOARD~~limitations, OFinternal ~~DIRECTORS~~control ~~AND~~over ~~AUDIT~~financial reporting may not ~~COMMITTEE~~prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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.34

~~LACK~~The OFCompany’s ~~SEGREGATION~~management, OFincluding ~~DUTIES~~the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of December 31, 2009, the Company’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2009.

~~Management~~This isannual ~~aware~~report ~~that~~does ~~there~~not isinclude aan ~~lack~~attestation ofreport ~~segregation~~ of ~~duties at~~ the Company ~~due to the~~’s ~~small~~independent ~~number~~registered ofpublic ~~employees~~accounting ~~dealing~~firm ~~with~~regarding ~~general~~internal ~~administrative~~control ~~and financial~~over ~~matters~~financial reporting. ~~However,~~Management’s atreport ~~this~~was ~~time~~not ~~management~~subject ~~has~~to ~~decided~~attestation ~~that~~by ~~considering~~ the ~~abilities~~Company’s ofregistered ~~the~~public ~~employees~~accounting ~~now~~firm ~~involved~~pursuant ~~and~~to ~~the~~temporary ~~control~~rules ~~procedures~~of ~~in place,~~ the ~~risks~~SEC ~~associated~~that ~~with~~permit ~~such lack of segregation are low and~~ the ~~potential benefits~~Company ~~of adding employees~~ to ~~clearly~~provide ~~segregate~~only ~~duties~~management’s doreport ~~not~~in ~~justify~~this ~~the~~annual ~~substantial expenses associated with such increases~~report. ~~Management will periodically reevaluate this situation~~

Changes in Internal Controls

During the year ended December 31, 2009, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

The Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of employees currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and that the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such increases. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company should address these concerns at the earliest possible opportunity.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information concerning our directors and executive officers:

Name	Age	Position
Robert H. Cole	6566	Chief Executive, Chief Financial Officer and Director
Cristiano Germinario	3738	Secretary and Director

Manu Kalia

Director

The following is a brief summary of the background of each executive officer and director:

Robert H. Cole

Robert H. Cole has been a Director of our Company since March 9, 2006 and our Chief Executive Officer, Chief Financial Officer since May 10, 2006. Since 1981 he has been President of Permian Business Group, a business consulting company founded by Mr. Cole specialized in the sale and installation of computer solutions. From 1970 to 1980, Mr. Cole was a Senior Analyst with Gulf Oil Company, and in 1989 he became Chairman of Aplex Industries where he grew the company to $8 million in sales. Mr. Cole founded Stadium Chair Company in 1999, and sold it in 2003. Mr. Cole holds a Bachelor’s Degree in Electrical Engineering, a Masters of Science in Computing Science from Texas A&M, and a MBA from Houston Baptist University.

Cristiano Germinario

Cristiano Germinario has been a Director of our company since November 20, 2006 and Secretary of the Company since August 2007. From April 2000 to May 2006, Cristiano D. Germinario worked as a financial analyst at IIG International Investment Company, a New York based fund specialized in Trade Financing. Cristiano D. Germinario holds a Masters Degree in Political Science from the University of Bologna, Italy.

Manu Kalia

Manu Kalia brings 13 years of high tech and financial management experience to StarInvest. He has served at senior management levels as: CEO of Promana Solutions Inc. (web services), CFO of ARC International PLC (semiconductors), CFO of Tradeworx Inc. (statistical-arbitrage financial analytics/ hedge fund), and CEO of Open Source Creations Inc. (online collaboration). Prior to that, Manu spent time as an investment banker for Commonwealth Associates, as an analyst for Sanford Bernstein, and as a manager at Lucent Technologies Bell Laboratories. Manu holds a Bachelors in Engineering Sciences (cum laude) from Dartmouth College, and an MBA from the Amos Tuck School of Business Administration at Dartmouth. anu brings 13 years of high tech and financial management experience to StarInvest. He has served at senior management levels as: CEO of Promana Solutions Inc. (web services), CFO of ARC International PLC (semiconductors), CFO of Tradeworx Inc. (statistical-arbitrage financial analytics/ hedge fund), and CEO of Open Source Creations Inc. (online collaboration). Prior to that, Manu spent time as an investment banker for Commonwealth Associates, as an analyst for Sanford Bernstein, and as a manager at Lucent Technologies Bell Laboratories. Manu holds a Bachelors in Engineering Sciences (cum laude) from Dartmouth College, and an MBA from the Amos Tuck School of Business Administration at Dartmouth.

Except as indicated above, none of our directors holds any directorships in companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. There are no family relationships among any of our directors or executive officers.

Board Composition

The Company’s board of directors consists of three directors. At each annual meeting of its stockholders, all of its directors are elected to serve from the time of election and qualification until the next annual meeting following election. In addition, the Company’s bylaws provide that the maximum authorized number of directors may be changed by resolution of the stockholders or by resolution of the board of directors. The non-officer directors received no pay for their services.

Meetings and Committees of the Board of Directors

~~During~~Our Board of Directors conducts its business through meetings of the Board. During the fiscal year ended December 31, ~~2008~~2009, our Board of Directors held ~~one meeting,~~telephone ~~but~~meetings and took numerous actions by unanimous consent. ~~We currently do not have an independent director or any committee of the Board.~~

Nominating Committee. Our entire Board of Directors participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs.

The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our President Robert Cole at P.O. Box 50236, Midland, TX, 79710. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates.

Audit Committee. Presently, the Board of Directors acts as the audit committee. The Audit Committee operates pursuant to a charter adopted by the Board of Directors. The charter sets forth the responsibilities of the Audit Committee. Following the resignation of Ronald Signore as a director on January 10, 2008, we no longer have an Audit Committee financial expert. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board of Directors in fulfilling its responsibilities for overseeing and monitoring the quality and integrity of the Company’s financial statements, the adequacy of the Company’s system of internal controls, the review of the independence, qualifications and performance of the Company’s independent registered public accounting firm, and the performance of the Company’s internal audit function.

Limitations of Liability and Indemnification of Directors and Officers

Our bylaws limit the liability of directors and officers to the maximum extent permitted by Nevada law. We will indemnify any person who was or is a party, or is threatened to be made a party to, an action, suit or proceeding, whether civil, criminal, administrative or investigative, if that person is or was a director, officer, employee or agent of ours or serves or served any other enterprise at our request.

We have been advised that it is the position of the SEC that insofar as the indemnification provisions referenced above may be invoked to disclaim liability for damages arising under the Securities Act, these provisions are against public policy as expressed in the Securities Act and are, therefore, unenforceable.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) report which they file. Based upon our review of the Forms 3, 4 and 5 submitted by these reporting persons, during the fiscal year ended December 31, ~~2008~~2009, ~~New~~Manu ~~Canaan~~Kalia ~~Investment Partners, LLC and David Cohen,~~ did not file a Form 3s3 ~~timely~~in ~~to disclose~~connection ~~the~~with ~~acquisition~~his ofappointment ~~the shares of the Company’s common stock reported herein. Also Robert H. Cole, Roger Moreau, and Cristiano Germinario did not file Form 4 timely~~ to ~~disclose their new position of~~ the ~~shares~~Board of ~~the Company’s~~ ~~common stock reported herein~~Directors.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. For purposes of this Item, the term code of ethics means written standards that are reasonably designed to deter wrongdoing and to promote:

·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·	full, fair, accurate, timely, and understandable disclosure in reports and documents that the issuer files with, or submits to, the SEC and in other public communications made by us;

·	compliance with applicable governmental laws, rules and regulations;

·	the prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons; and

·	accountability for adherence to the code.

We will provide to any person without charge, upon request, a copy of our code of ethics. Such request may be made in writing to the board of directors at the address of our company.

Involvement in Certain 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 11. EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation earned in or with respect tothe ~~each~~Company’s offiscal ~~our~~year ~~last~~ending ~~three~~December ~~completed~~31, ~~fiscal~~2009 ~~years~~ by:

· ~~each~~Each person who served as ~~our~~the ~~chief~~Registrant's principal executive officer or acting in ~~2008~~a similar capacity during the last completed fiscal year, regardless of compensation level ;

· ~~each~~Each person who served as ~~our~~the ~~chief~~Registrant's principal financial officer or acting in ~~2008~~a similar capacity during the last completed fiscal year, regardless of compensation level; and

· our three most highly compensated executive officers, other than our chief executive officer and our chief financial officer, who were serving as executive officers at the end of 2008 and, were compensated in excess of $100,000.

		The Registrant's three most highly compensated executive officers other than the principal Executive Officer and the principal financial officer who were serving as executive officers at the end of the last completed fiscal year; and
		Up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (a)(3)(iii) of Item 402 but for the fact that the individual was not serving as an executive officer of the registrant at the end of the last completed fiscal year

We refer to these officers collectively as our named executive officers.

Summary Compensation Table
Name and principal position	Year	Salary	Bonus	Stock awards	Option awards	Nonequity incentive plan compensation	Nonqualified deferred compensation earnings	All other compensation	Total
		($)	($)	($)	($)	($)	($)	($)	($)
Robert H. Cole(1)	2008 2007 2006 2005	30,000 27,500(2) 0 0	0 0 0 0	60,000 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	0 0 0 0	90,000 27,500 0 0
Robert H. Cole CEO and CFO	2009	90,000	0	0	0	0	0	0	90,000
Mr. Leon Urbaitel (CEO of MTA)	2009	60,000		0	0	0	0	0	60,000
Cristiano Germinario (Secretary)	2009	60,000	0	0	0	0	0	0	60,000

1Employment Agreements – On December 31, 2008 the Company entered into an Employment Agreement with R & J Cole, Inc. ~~Robert~~pursuant Hto which the Company agrees to pay Mr. Cole ~~became~~$7,500 ~~our~~per month to serve as the Chief Executive Officer and Chief Financial Officer onof ~~May~~the Company. The Company has agreed to modify this contract for 2010 fiscal year and agreed to pay R& J Cole, Inc. $10,000 ~~2006~~per ~~and~~month. ~~served~~The ~~with~~Employment Contract can be extended upto five years, as of that date, unless either party shall have given to the other party notice, in the manner hereinafter provided, no ~~salary~~later than on September 30th of each year.

2On May 1, 2009 the Company entered into a Employment Agreement with Mr. InCristiano Germinario ~~2007~~pursuant ~~beginning~~to inwhich ~~February~~Mr. Germinario serves as the Operation Manager of My transfer Agent, R&LLC. In Jconsideration ~~Cole~~for his services, ~~Inc~~the Company ~~was~~agrees ~~paid~~to compensate Mr. Germinario $25,~~500~~000 per month. ~~for~~The Employment ~~the~~Agreement ~~services~~expires ofin ~~Robert~~March H.31, ~~Cole~~2011.

~~Beginning~~On inOctober ~~January 2009~~20, 2008 the Company ~~agreed~~entered tointo ~~pay~~an RAgreement &with JMr. ~~Cole,~~Leon ~~Inc~~Urbaitel pursuant to which Mr. ~~$7,500~~Urbaitel ~~per~~has ~~month~~served as Chief Executive Officer of My ~~pursuant~~Transfer toAgent, anLLC, ~~employment~~a ~~agreement~~wholly ~~between~~owned subsidiary of the Company. In consideration for his services as Chief Executive Officer of MTA,, ~~and~~the ~~Robert~~Company agrees Hto pay Mr. ~~Cole~~Urbaitel $5,000 per month. This contract expires in September ~~President~~30, 2011. The Company owes Mr. Urbaitel a balance of ~~R&J~~$12,500 ~~Cole~~for the payment of the $25,000 ~~Inc~~cash bonus related to his employment agreement dated October 20, 2008.

Employment Agreements – The Company has a contract with R & J Cole, Inc. This contract, which commenced on May 10, 2006 and expires on December 31, 2008, agrees to pay Mr. Cole $2,500 per month to serve as the Chief Executive Officer and Chief Financial Officer of the Company. The Company has agreed to modify this contract on January 01, 2009 and agreed to pay R& J Cole, Inc $7,500 per month until December 31, 2009.

The Company has a contract with Mr. Cristiano Germinario to serve as consultant of the Company. He has been serving in this capacity since April 1, 2006 and continues to serve in this position. Under its consulting agreement with Mr. Germinario the Company was paying $3,500 per month up to January 2007, but it has been raised to $5,000 per month starting in February 2007. This contract expires in March 2009. All contracts can be extended from year to year.

The Company has a contract with Mr. Leon Urbaitel to serve as CEO of My Transfer Agent, LLC, a wholly owned subsidiary of Starinvest. He has been serving in this capacity since October 20, 2008 and continues to serve in this position. Under this contract with Mr. Urbaitel, the Company is paying $5,000 per month. This contract expires in October 2009 and can be extended from year to year. The Company owes Mr. Urbaitel a balance of $22,500 for the payment of the $25,000 cash bonus related to his employment agreement dated October 06, 2008.

Outstanding Equity Awards

As of December 31, ~~2008~~2009, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards. No stock options or stock appreciation rights were granted to any of our directors or executive officers during the period from the date of our incorporation through December 31, ~~2008~~2009.

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised the officer and director since we were founded.

Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.

Other Compensation

We have no pension, health, annuity, bonus, insurance, equity incentive, non-equity incentive, stock options, profit sharing or similar benefit plans.

Director Compensation

The following table sets forth information concerning compensation paid to or earned by our directors during ~~2008~~2009 under contractual agreements or other, arrangements.

Name (a)	Year	Fees earned or paid in cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-equity incentive plan compensation ($) (e)	Nonqualified deferred compensation earnings ($) (f)	All other compensation ($) (g)	Total ($) (h)
Robert H. Cole	~~2008~~2009	0	~~60,000~~0	0	0	0	~~30,000~~0	~~90,000~~0
Roger Moreau	2008	0	3,750	0	0	0	0	3,750
Manu Kalia(1)	2009	0	250	0	0	0	0	250
Cristiano Germinario	2008	0	7,500	0	0	0	60,000	67,500
*Cristiano Germinario(2)	2009	0	1,500	0	0	0	0	1,500

~~[On~~(1) ~~December 10~~25,000 ~~2008~~shares ~~the~~were ~~Company~~ issued ~~as compensation a total of 9,500,000 restricted common shares~~ to RManu &Kalia ~~J Cole, Inc. (8,000,000), Roger Moreau, (500,000) and Cristiano Germinario (1,000,000)~~ for ~~their~~ services rendered as ~~Directors of~~a director of the Company.]

~~Mr.~~(2)150,000 ~~Moreau~~shares ~~resigned~~were asissued ato ~~director~~Cristiano onGerminario ~~March~~for 2,services ~~2009~~rendered as director of the Company.

Summary of Director Compensation

~~During~~On ~~the~~December ~~fiscal~~09, ~~year~~2009 ~~ended~~the ~~December~~Company ~~31,~~issued ~~2008~~175,000 restricted shares of common stock as bonus compensation ~~has~~to ~~been~~it ~~paid~~directors, in25,000 ~~form~~shares ofwere issued to Manu Kalia ~~restricted~~for ~~common~~services ~~shares~~rendered as a director of the Company toand ~~our~~150,000 ~~directors~~shares inwere issued ~~consideration~~to Cristiano Germinario for ~~their~~ services rendered ~~in their capacity~~ as ~~directors.~~director ~~(Please~~of ~~see above~~the ~~table~~Company.)

3040

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of March 331, ~~2009~~2010, the number of shares of common ~~stock~~ stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 91201,~~875~~620,~~714~~194 shares of our common stock issued and outstanding as of March 331, ~~2009~~2010. ~~We have no warrants, options or other securities exercisable for or convertible into shares of our common stock.~~

As of December 31, 2009 the Company granted a total of 3 series of Warrants (A-B-C) to the noteholder in relation to the Company’s Regulation D offering. Each series grants the right to the noteholders to exercise the right to convert up to 41,213,575 restricted shares of its common stock at a strike price of $0.15 $0.25 and $0.35 respectively.

Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock Beneficially Owned
Beneficial Owners of 5%
New Canaan Investment Partners LLC 62 Main St. New Canaan, CT 06840-4748	8,210,750	8.94%
Robert H. Cole(1) 5102 Los Alamitos Ct. Midland, Texas 79705	26,166,667	12.98%
David Cohen 1800 Rockaway Ave. Hewlett, NY 11557-1665	7,466,666	8.13%
Ronald Moschetta (2) 345 Blackheath Road Lido Beach,, NY 11561	25,000,000	12.40%
Ronald Moschetta 345 Blackheath Road Lido Beach,, NY 11561	6,000,000	6.53%
James Dovico 85 Johnneck Road Shirlew, NY 11967	28,000,000	13.89%
TOTAL Beneficial Owner of 5%	21,677,416	23.60%
Douglas Carter 28 Rose Run Lamberville, NJ 08530	18,000,000	8.93%
Security Ownership of Management
Cristiano Germinario 198 Arlington Avenue Jersey City, New Jersey 07305	1,150,000	0.57%
Robert H. Cole(1) 5102 Los Alamitos Ct. Midland, Texas 79705	10,211,667	11.12%
Leon Urbaitel 33 North Avenue, APT 12 Burlington, VT 05401	4,183,333	2.07%
Cristiano Germinario 198 Arlington Avenue Jersey City, New Jersey 07305	1,000,000	1.09%
All directors and executive officers as a group (three people)		50.84%
Leon Urbaitel 33 North Avenue, APT 12 Burlington, VT 05401	4,083,333	4.44%
All directors and executive officers as a group (three people)	15,295,000	16.65%

(1) Robert H. Cole directly owns 295,000 restricted common shares. Also Mr. Cole owns 50% of R&J Cole, Inc., the general partner and owner of 1% of Reese-Cole ~~Partnership~~ Partnership Ltd, that directly owns 111,666,667 restricted common shares of the Company. In addition, Mr. Cole is acting as the custodian for his son Mr. David R. Cole, who directly owns 250,000 common shares. R&J Cole, Inc. owns 8 14,~~000~~500,000 restricted common shares.

31(2) Ronald Moschetta directly owns 13,000,000 restricted common. Also he controls Phoenix Holdings, Inc that directly owns 12,000,000 restricted common shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

~~Included~~ We were in ~~the~~default ~~subscriptions~~of ~~discussed~~the ~~above~~$775,000 onnote ~~June~~related ~~29,~~to ~~2007,~~ the ~~Company~~Loan ~~reached an agreement with New Canaan Investment Partners~~Agreement, ~~Ltd~~dated ~~a company which is controlled~~March by12, ~~certain~~2006, ~~minority~~with ~~shareholders~~Strasbourger, ofPearson, ~~StarInvest~~Tulcin, ~~whereby~~Wolff, ~~New~~Incorporated ~~Canaan~~(“SPTW”) ~~Investment~~a ~~Partners~~privately-held ~~Ltd~~NYSE ~~agreed~~Member toFirm, ~~convert~~which ~~the~~specializes ~~outstanding~~in ~~principal~~convertible ~~of $187~~securities,~~500~~ and ~~accrued interest~~small-cap ofprivate ~~$53,420~~placement. ~~due~~On ~~under~~October ~~the~~28, ~~terms~~2009 of the ~~note~~Company ~~between New Canaan Investment Partners Ltd.~~ and the Noteholders ~~Company~~reached ~~into~~an ~~shares~~agreement ofunder which the Company’s ~~common stock.~~agreed ~~The~~to ~~debt~~pay ~~was converted at~~ a ~~price per share~~ total of $0349,232.038 ~~for~~including anprincipal ~~aggregate~~and ~~of 8,030,664~~accrued ~~restricted~~interest ~~shares~~to of the ~~Company’s~~Noteholders ~~common stock. The note, on which~~and the ~~Company~~Noteholders ~~was~~agreed into ~~default~~convert insuch ~~their~~amount ~~payments~~into 11,641,096 ~~was~~restricted ~~collateralized by all of the~~common ~~assets~~shares of the Company. ~~Following conversion of all principal and accrued interest, the Note and security interest in the Company’s assets were cancelled.~~

InThe ~~addition,~~Company ~~and~~has ~~included~~an inEmployment ~~the~~Contract ~~subscriptions~~with ~~discussed~~R ~~above,~~& onJ ~~June 29~~Cole, ~~2007~~Inc, ~~Allen~~ ~~Notowitz~~to ~~agreed~~hire toRobert ~~convert~~H. Cole anto ~~aggregate~~serve ~~amount~~as ofits ~~$25,712~~CEO/CFO.33 Under inthis ~~principal of~~Contract, ~~accrued~~the ~~interest~~Company ~~pursuant~~ agreed to apay ~~promissory note between~~ Mr. ~~Notowitz~~Cole ~~and the Company~~$7,500 ~~into~~per ~~shares~~month ofuntil ~~the~~December ~~Company’s~~31, ~~common stock~~2009. ~~The~~For ~~note,~~2010 ~~on which~~ the Contract ~~Company~~was ~~had~~modified ~~been~~to inincrease ~~default,~~Mr. ~~was~~Cole ~~converted~~salary ~~into~~from ~~shares~~$7,500 ofper ~~the~~month ~~Company’s~~to ~~common stock at~~ $~~0.03~~10,000 per month. ~~share~~The ~~for~~contract anwill ~~aggregate~~expire ofon ~~857~~December 31,~~078~~ ~~shares~~2013.

The Company has an ~~employment~~Employment ~~agreement~~Contract with ~~Robert H~~Mr. ~~Cole,~~Cristiano ~~President~~Germinario ofto Rserve &as Jthe ~~Cole,~~Operation ~~Inc.~~Manager ~~dated~~of ~~May~~My 10Transfer Agent, ~~2006~~LLC. He ~~Pursuant~~has tobeen serving ~~the~~in ~~terms~~this ofcapacity ~~the~~since ~~agreement~~May 1, ~~the Company~~2009 ~~agreed~~and continues to ~~pay~~serve Mrin this position. Before ~~Cole $2~~that,~~500~~ ~~per~~he ~~month~~served toas ~~serve~~a asconsultant to the ~~Chief~~company ~~Executive~~since ~~Officer~~April ~~and~~1, ~~Chief~~2006. ~~Financial~~Under ~~Officer~~the ofEmployment ~~the~~Contract, ~~Company~~Mr. OnGerminario ~~December~~is ~~31,~~paid ~~2008~~$5,000 ~~the~~per ~~Company~~month. ~~agreed~~This ~~to modify the 2009 employment~~ contract to ~~raise~~expired ~~the~~on ~~pay for~~March ~~Robert~~31, H2011. All ~~Cole to~~contracts ~~$7,500~~can ~~per~~be extended ~~month~~from ~~until~~year ~~December~~to ~~31, 2009~~year.

~~In addition~~Currently, ~~the Company has a consultant agreement with Cristiano Germinario, our~~ ~~Secretary~~we ~~and~~utilize aspace ~~director, to serve as consultant of the Company. He has been serving~~ in ~~this capacity since April 1~~Midland, ~~2006~~Texas ~~and~~that ~~continues~~is provided to ~~serve~~us ~~in this~~without ~~position.~~charge ~~Under~~by ~~its consulting agreement with~~ Mr. ~~Germinario, the Company~~ ~~was~~Robert ~~paying $3~~Cole,~~500~~ ~~per~~our ~~month~~Chief upExecutive toOfficer ~~January~~and ~~2007,~~Chief ~~but~~Financial itOfficer ~~has~~and ~~been raised to $5,000~~a ~~per month starting in February 2007~~director. ~~This agreement expires in March 2009 but can be extended from year to year.~~

Currently, we utilize space in Midland, Texas that is provided to us without charge by Mr. Robert Cole, our Chief Executive Officer and Chief Financial Officer and a director. MTA is currently subletting an office space at 61 Broadway, Suite 1630, New York, NY 10006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

From April 2005 to present, our principal independent accountant has been Larry O'Donnell, CPA, P.C. Their pre-approved fees billed to the Company are summarized below:

	Fiscal year ending December 31, 2008	Fiscal year ending December 31, 2007
		Fiscal year ending December 31, 2009		Fiscal year ending December 31, 2008
Audit Fees	~~5,000~~$	5,000	$	5,000
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

(1) AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $5,000 for the fiscal year ended December 31, ~~2007~~2008 and $5,000 for the fiscal year ended December 31, ~~2008~~2009.

(2) AUDIT-RELATED FEES

No fees were billed in each of the last two fiscal years for assurance and related services by the principal accountant related to the performance of the audit or review of the Company’s financial statements.

(3) TAX FEES

No fees were billed for each of the fiscal years ended December 31, ~~2007~~2008 and ~~2008~~2009 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

(4) ALL OTHER FEES

No fees billed were bill for each of the fiscal years ended December 31, ~~2007~~2008 and ~~2008~~2009 for professional services rendered by the principal accountant for any other services.

(5) PRE-APPROVAL POLICIES AND PROCEDURES

Before the accountant is engaged by the issuer to render audit or non-audit services, the engagement is nominated by the members of the Audit Committee and approved by the Company’s board of directors.

3242

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No. Description

3.1		Restated Articles of Incorporation (annexed as Exhibit 3.(I) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 22, 2003 and incorporated herein by reference).
3.2		Certificate of Amendment to the Articles of Incorporation (annexed as Annex I to the Registrant’s Information Statement filed with the Securities and Exchange Commission on February 10, 2004 and incorporated herein by reference).
3.3		By-Laws (annexed as Annex I to the Registrant’s Information Statement on Form 14C filed with the Securities and Exchange Commission on December 23, 2002and incorporated herein by reference).
4.1		Series A Preferred Stock Certificate of Designation (annexed as Appendix II to the Registrant’s Information Statement filed on December 20, 2002 filed with the Securities and Exchange Commission on December 20, 2002 and incorporated herein by reference).
4.2		Series B Preferred Stock Certificate of Designation (annexed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 filed with the Securities and Exchange Commission on June 4, 2004 and incorporated herein by reference).
10.1		Employment Agreement dated as of November 1, 2001 between the Registrant and Isaac Sutton (annexed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 filed with the Securities and Exchange Commission on May 20, 2002 and incorporated herein by reference).
10.2		Registration Rights Agreement (annexed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2002 and incorporated herein by reference).
10.3		Shareholder Agreement and Irrevocable Proxy (annexed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2002 and incorporated herein by reference).
10.4		Asset Acquisition Agreement dated October 28, 2002 between the Registrant and New Millennium Development Group, Inc. (annexed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2002 and incorporated herein by reference).
10.5		2002 Stock Option Plan (annexed as Appendix III to the Registrant’s Information Statement filed with the Securities and Exchange Commission on December 20, 2002 and incorporated herein by reference).
10.6		Loan Agreement Modification and Conversion dated December 31, 2002 between the Registrant and New Canaan Investment Partners, LLC (annexed as Exhibit 20 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 22, 2003 and incorporated herein by reference).
10.7		Assignment and Assumption of Lease, dated March 12, 2006 (annexed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission on March 31, 2006 and incorporated herein by reference).
10.8		Secured Promissory Note for $775,000 with Strasbourger Pearson Tulcin & Wolff, dated March 12, 2006 (annexed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007, and incorporated herein by reference).
10.9		Loan and Security Agreement with Strasbourger Pearson Tulcin & Wolff, dated March 12, 2006 (annexed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007, and incorporated herein by reference).
10.10		Assignment of GoIP Global, Inc. Debt to Isaac H. Sutton, dated March 12, 2006 (annexed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007, and incorporated herein by reference).
10.11		Employment contract with Mr. Robert H. Cole (annexed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007, and incorporated herein by reference).
10.12		Consultant agreement with Mr. Cristiano Germinario (annexed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on April 17, 2007, and incorporated herein by reference).
10.13		Purchase Agreement, dated May 28, 2009, among Exx.com LLC, James Dovico and Douglas Carter and StarInvest Group, Inc. (annexed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 18, 2009, and incorporated herein by reference).
14.1		Code of Ethics

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
* Filed herewith.

3343

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.

STARINVEST GROUP, INC.

March 31, 2010		STARINVEST GROUP, INC.
		By: /s/ Robert H. Cole
		Name: Robert H. Cole
		Title: Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)

By: /s/ Robert H. Cole

Name: Robert H. Cole

Title: Chief Executive Officer, Chief FinancialOfficer and Director

(Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures Title

By: /s/ Robert H. Cole Chief Executive Officer, Chief Financial Officer and Director

Date	Signature	Title
March 31, 2010	/s/ Robert H. Cole	Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)

March 31, 2010	/s/ Cristiano Germinario	Secretary and Director

~~Robert H. Cole~~44

Date: March 09, 2009

By: /s/ Cristiano Germinario Secretary and Director

Cristiano Germinario

Date: March 09, 2009

EXHIBIT 31.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Robert H. Cole, the Chief Executive Officer, Chief Financial Officer and Director of StarInvest Group, Inc. (“StarInvest”), certify that:

1. I have reviewed this Annual Report on Form 10-K of StarInvest for the fiscal year ended December 31, 2008;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of StarInvest as of, and for, the periods presented in this report;

4. As StarInvest’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for StarInvest and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to StarInvest, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of StarInvest’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in StarInvest’s internal control over financial reporting that occurred during StarInvest’s most recent fiscal quarter (StarInvest’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, StarInvest’s internal control over financial reporting; and

5. As StarInvest’s certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to StarInvest’s auditors and the audit committee of StarInvest’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect StarInvest’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in StarInvest’s internal control over financial reporting.

Date: March 09, 2009

STARINVEST GROUP, INC.

By: /s/ Robert H. Cole

Name: Robert H. Cole

Title: Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive and Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Robert H. Cole, the Chief Executive Officer, Chief Financial Officer, and Director of StarInvest, Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 09, 2009

STARINVEST GROUP, INC.

By: /s/ Robert H. Cole

Name: Robert H. Cole

Title: Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive and Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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