UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

THE SECURITIES AND EXCHANGE ACT OF 1934

For the period ended ~~September~~March 3031, ~~2009~~2010

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ______________

COMMISSION FILE NUMBER: 814-00652

StarInvest Group, Inc.

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

(Exact name of registrant as specified in its charter)

Nevada 91-1317131

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

(State of other jurisdiction of Identification ) (IRS Employer incorporation or organization)

3300 North A Street Suite 2-210

Midland, Texas

(Address of principal executive offices)

79705

(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 orof 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 [ ].

~~Yes X No~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, anAccelerated ~~accelerated~~ filer, a ~~non~~Non-accelerated filer, or aSmaller ~~smaller~~ reporting ~~company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~companyx

~~Large~~(Do accelerated filer Acceleratednot ~~filer~~check if a smaller reporting company)

~~Non-accelerated~~State ~~filer (Do~~the number ~~not~~of ~~check~~shares ifoutstanding aof ~~smaller~~each ~~reporting~~of ~~company) Smaller~~the issuer's classes of common equity, ~~reporting~~as ~~company X~~the latest practicable date: There were 201,620,200 shares of the Registrant's common stock issued and outstanding as of May 14, 2010

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

Yes No X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes X No

State the number of shares outstanding of each of the issuer's classes of common equity, as the latest practicable date:

There were 172,854,104 shares of the Registrant's common stock issued and outstanding as of November 13, 2009

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

StarInvest Group, Inc.

FORM 10-Q

QUARTERLY PERIOD ENDED~~: SEPTEMBER~~ 30March 31, ~~2009~~2010

~~TABLE~~PART OFI ~~CONTENTS~~- FINANCIAL INFORMATION 3 Item 1 - Financial Statements 3 Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009 3 Statements of Operations (Unaudited) For the Three Months Ended March 31, 2010 and 2009 4 Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2010 and 2009 5 Statement of Investments for March 31, 2010 6 Notes to Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Conditions and Results of Operations 9 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 14 Item 4 - Controls and Procedures 14 PART II - OTHER INFORMATION 15 Item 1 - Legal Proceedings 15 Item 1A – Risk Factors 16 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3 - Default upon Senior Securities 16 Item 4 - Removed and Reserved 16 Item 5 - Other Information 16 Item 6 – Exhibits 16 Signatures 16

TABLE OF CONTENTS	Page
PART I - FINANCIAL INFORMATION	2
Item 1 - Financial Statements	2
Balance Sheets as of September 30, 2009(Unaudited) and December 31, 2008	3
Statements of Operations (Unaudited) For the Three Months Ended September 30, 2009 and 2008.	4
Statements of Operations (Unaudited) For the Nine Months Ended September 30, 2009 and 2008.	5
Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2009 and 2008	6
Statement of Investments for September 30, 2009	7
Notes to Financial Statements	7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3 - Quantitative and Qualitative Disclosures about Market Risk	16
Item 4 - Controls and Procedures	17
PART II - OTHER INFORMATION	18
Item 1 - Legal Proceedings	18
Item 1A – Risk Factors	18
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3 - Default upon Senior Securities	25
Item 4 - Submission of Matters to a Vote of Security Holders	26
Item 5 - Other Information	26
Item 6 – Exhibits	26
Signatures	26

Item 1 - Financial Statements

STARINVEST GROUP, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 2009 & DECEMBER 31, 2008
AS OF MARCH 31, 2010 & DECEMBER 31, 2009
	2009			2008
	2010			2009
ASSETS	(unaudited)			(audited)
Current Assets
Cash	$	1021,~~935~~299		$	711,~~936~~527
Receivable, deposits and other		~~313~~174,~~520~~669			1179,~~553~~476
Computers and software (net)		10,914			14,847
Total current assets		195,968			191,003
Total current assets		335,369			24,336
Computers and software (net)		149,498			150,809
Investments and loans (cost of $899,999 & $1,297,970)		960,380			1,282,525
Investments and loans (cost of $669,999 & $649,999)		739,430			721,630
Website and organization costs (net)		~~106~~694,~~755~~975			~~111~~619,~~361~~415
Goodwill		642,~~600~~070,010			642,~~600~~070,010
Total assets	$	13,~~467~~849,~~104~~881		$	13,~~482~~752,~~822~~867
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	51766,~~230~~834		$	19671,~~239~~891
Loans payable		~~938~~1,~~148~~662,946			~~341~~1,~~423~~143,526
Total current liabilities		~~989~~2,~~378~~429,780			~~360~~1,~~662~~815,417
Obligation to repurchase shares		25,000			25,000
Long term liabilities		25,000			27,752
Stockholders' equity
Common stock, $.001 par value, 900,000,000 shares
authorized; 90,854,104 and 91,875,714 shares
authorized; 201,620,200 and 201,620,200 shares issued
issued and outstanding, respectively		90,854			91,876
and outstanding, respectively		201,620			201,620
Additional paid-in-capital		1316,~~274~~576,~~167~~744			1316,~~242~~135,~~831~~579
Accumulated deficit		(1215,~~912~~383,~~295~~263	)		(1214,~~237~~427,~~547~~501	)
Total stockholders' equity		~~452~~1,~~726~~395,101			1,~~097~~909,~~160~~698
Total liabilities and stockholders' equity	$	13,~~467~~849,~~104~~881		$	13,~~482~~752,~~822~~867

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
FOR THE THREE MONTHS ENDED MARCH 31,
	2009			2008
	2010			2009
	(unaudited)			(unaudited)
Income
Interest	$	11,250		$	1911,~~032~~250
Stock transfer income		115,~~375~~467			-923
Consulting income		335,~~532~~173			-
Total income		2651,~~157~~890			1912,~~032~~173
Cost of goods sold		4231,~~422~~194			-
Gross Profit		21(179,~~735~~304	)		1912,~~032~~173
Expenses:
General and administrative		79193,~~000~~378			2881,~~055~~123
Professional Fees		8878,~~385~~044			248,~~500~~323
Interest Expense		1115,~~653~~698			159,~~960~~508
Total expenses		~~179~~287,~~038~~120			46138,~~515~~954
Loss before other income (expenses)		(~~157~~466,~~303~~424	)		(27126,~~483~~781	)
Net Realized and Unrealized Gains (Losses):
Net realized gain (loss) on investments		-			~~(79~~9,~~237~~399	)
Net unrealized gain (loss) on investments		(~~331~~13,~~739~~449	)		~~71,583~~-
Total net gains (losses)		(~~331~~13,~~739~~449	)		(79,~~654~~399	)
Net loss	$	(~~489~~479,~~042~~873	)	$	(35117,~~137~~382	)
Basic earnings (loss) per common share	$	(0.0100	)	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.0100	)	$	(0.00	)
Weighted average common shares outstanding - basic		90201,~~854~~620,~~104~~200			6890,~~679~~854,~~047~~104
Weighted average common shares outstanding - diluted		93238,~~822~~550,~~875~~629			6891,~~679~~354,~~047~~104

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
FOR THE THREE MONTHS ENDED MARCH 31,
	2009			2008
	2010			2009
	(unaudited)			(unaudited)
Cash flows from operating activities:
Income
Net loss	$	(479,873	)	$	(117,382	)
Interest	$	33,750		$	58,199
Adjustments to reconcile net loss to net
Stock transfer income		19,585			-
cash used in operating activities:
Consulting income		8,398			50,000
Net unrealized loss in investments		13,449			-
Total income		61,733			108,199
Depreciation and amortization		25,751			3,238
Cost of goods sold		4,963			-
Interest expense		15,698			9,474
Gross Profit		56,770			108,199
Interest income		(11,250	)		(11,250	)
Expenses:
Changes in assets and liabilites
General and administrative		231,936			110,290
(Increase) decrease in assets:
Professional Fees		145,895			36,615
(Increase) decrease in receivable and prepaid expenses		4,807			1,221
Interest Expense		31,348			43,075
Other assets		(1,201	)		(1,201	)
Total expenses		409,179			189,980
Increase (decrease) in liabilities:
Loss before other income (expenses)		(352,409	)		(81,781	)
Accounts payable and accrued expenses		94,943			(2,065	)
Net Realized and Unrealized Gains (Losses):
Total adjustments		142,197			(583	)
Net realized gains on investments		9,399			105,748
Net cash used in operating activities		(337,676	)		(117,965	)
Net unrealized loss on investments		(331,739	)		(524,074	)
Cash flows from investing activities
Total net gains (losses)		(322,340	)		(418,326	)
Net cash (paid for) received from investments		(36,552	)		34,157
Net loss	$	(674,749	)	$	(500,107	)
Net cash provided by investing activities		(36,552	)		34,157
Basic earnings (loss) per common share	$	(0.01	)	$	(0.01	)
Cash flows from financing activities
Diluted earnings (loss) per common share	$	(0.01	)	$	(0.01	)
Net proceeds from (repayments of) loans		384,000			100,000
Weighted average common shares outstanding - basic		90,854,104			68,679,047
Payment to repurchase shares		-			-
Weighted average common shares outstanding - diluted		92,546,877			68,679,047
Net cash provided (used) by financing activities		384,000			100,000
Net increase (decrease) in cash		9,772			16,192
Cash, beginning of period		11,527			7,936
Cash, end of period	$	21,299		$	24,128

STARINVEST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
	2009			2008
Cash flows from operating activities:
Net loss	$	(674,749	)	$	(500,107	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Net unrealized loss in investments		331,739			524,074
Depreciation and amortization		9,739			-
Interest expense		31,348			35,625
Interest income		(33,750	)		(49,601	)
Changes in assets and liabilities
(Increase) decrease in assets:
(Increase) decrease in receivable and prepaid expenses		(311,967	)		(22,010	)
Other assets		(1,201	)		-
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		31,991			(43,931	)
Total adjustments		57,899			444,157
Net cash used in operating activities		(616,850	)		(55,950	)
Cash flows from investing activities
Net cash received from investments		30,934			276,176
Net cash provided by investing activities		30,934			276,176
Cash flows from financing activities
Net proceeds from (repayments of) loans		588,915			(231,603	)
Payment to repurchase shares		-			(214	)
Net cash provided (used) by financing activities		588,915			(231,817	)
Net increase (decrease) in cash		2,999			(11,591	)
Cash, beginning of period		7,936			53,208
Cash, end of period	$	10,935		$	41,617

STARINVEST GROUP, INC.

STATEMENT OF INVESTMENTS

~~September 30~~March 31, ~~2009~~2010

Portfolio Company	Business Description	Value -0903/3031/09	# Of Shares	Cost	Value	Status
Western Roses	Cemetery	$~~593~~616,~~750~~250	Loan	$450,000	~~593~~616,~~750~~250	Private
Health Rush	Fast Food	$ 0.50	500,000	$250,000	$250,000	Private
Crownbutte Wind Power, Inc.	Alternative Energy	$ 0.31	397,357	$219,999	$123,181	CBWP.PK
Crownbutte Wind Power, Inc.	Alternative Energy	$ 0.55	315,215	$199,999	$116,630	CBWP.PK
Total				$669,999	$739,431
*Total				$899,999	$960,380

~~Western Roses (“WR”) is a cemetery in West Texas. The investment in WR is currently in default. WR is a full service cemetery facility with huge opportunities due~~ Notes to ~~its strategic geographical position between Midland and Odessa (Texas). WR is still looking for~~ the ~~last~~Financial ~~tranche~~Statements ofMarch ~~financing to become fully operational. This would call for an additional investment of $500~~31,~~000.~~ 2010

Currently STIV plans to lead the effort to foreclose on the facility and either ramp up operations or look to sell the facility to recover the original investment plus all accrued interest.

Health Rush is looking for funding to open its first location. A long and sophisticated taste testing and research program have produced a very attractive and alternative menu to today's fast foods with a strong marketing focused on health and organic food. The management of HealthRush is a savvy group focused on bring this concept to market. The capital raising effort has been a challenge, but the company continues to market its concept looking for capital.

Crownbutte Wind Power Inc is a publicly traded company under the symbol of CBWP. The company maintains a portfolio of wind parks in various stages of development. The US energy policy talks very positively about alternative energy in the US. Politicians have been somehow ineffective in developing an energy policy that produced true incentives for investors to fund Wind Park projects. CBWP is located in wind rich North Dakota with capacity and transmission access to the electric grid. Although the company is looking for funding for both operational and project development STIV management believes that wind power is still a very attractive sector and CBWP will have the potential to become an alternative utility once the political process supports a true alternative energy program.

* SPTW withdrew its FINRA registration triggering the write-off of the entire investment during the 3rd quarter. Even though the investment in SPTW has been written off, it has played a vital role in creating the EXX.com opportunity for our Company.

Notes to the Financial Statements September 30, 2009

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements have been prepared by StarInvest Group, Inc. ("STIV" or the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of ~~September~~March 3031, ~~2009~~2010, and the results of operations and cash flows for all periods presented have been made.

7Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and related notes and schedules included in the Company's 2009 Annual Report filed on Form 10-K dated December 31, 2009. The results of operations for the periods ended March 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

~~Certain~~The Company ~~information~~is ~~and~~offering ~~footnote~~its ~~disclosures~~services ~~normally~~through ~~included~~its insubsidiaries ~~financial~~My ~~statements~~Transfer ~~prepared~~Agent, LLC, inStocktransfer.com, MyTransferAgent.com, ~~accordance with accounting principles generally accepted in the United States of America have been condensed or omitted~~EXX.com. ~~These~~Todd ~~financial statements should be read in conjunction with the audited financial statements and related notes and schedules~~& ~~included in the~~ Company's ~~2008 Annual Report filed on Form 10-K dated December 31, 2008~~Inc. ~~The~~is ~~results~~still ofrestricted ~~operations~~from ~~for~~operating ~~the~~pending ~~periods~~registration ~~ended September 30, 2009~~ and approval ~~2008 are not necessarily indicative~~ of ~~the~~its ~~operating~~management ~~results~~and ~~for~~compliance ~~the~~personnel ~~full~~by ~~years~~FINRA. .

AsMy Transfer Agent (“MTA”) provides "turn-key" solutions of ~~September~~transfer 30agent, ~~2009~~ legal, ~~the~~EDGAR ~~Company~~and ~~owned~~other related services to public and ~~operated~~private ~~one~~companies. ~~subsidiary:~~MTA serves Myas Transfer Agent performing the functions of original issue, cancellation ~~LLC~~and ("reissuance of stock certificates and uncertificated shares. MTA~~"),~~ is committed to delivering a ~~stock~~complete ~~transfer~~package ~~agency~~of products and services focused on today's technology but never losing sight that service is the first priority.

~~My Transfer Agent~~6

~~MTA's~~Stock Transfer.com (“ST”) ~~seasoned~~is ~~management~~an ~~has~~agent’s resource ~~been~~information ~~working~~providing ~~for~~the ~~over~~latest 30information about ~~years~~the ~~with~~stock ~~large~~transfer ~~established~~industry ~~corporations~~and asproviding ~~well~~consulting asservices ~~small~~for ~~emerging~~public and ~~businesses,~~private ~~coupling~~companies.StockTransfer.com ~~today's~~consolidates ~~technology~~industry ~~with~~specific information ato ~~personal touch~~educate, ~~offering~~inform ~~the~~and ~~convenience~~assist ofcompanies ~~24/7~~with ~~online~~finding ~~access~~information about ~~through~~being ~~the~~or ~~security~~going ofpublic. ~~Full~~The ~~Web~~site ~~Encryption,~~is asalso ~~well~~used as ~~qualified~~a ~~and~~vehicle ~~professional~~to ~~customer~~educate shareholders ~~service.~~about Atheir ~~full menu~~investments ofand ~~financial~~give ~~services~~them ~~provided~~access to ~~MTA~~services ~~(www.mytransferagent.com)~~and professionals ~~customers~~who ~~creates~~can aassist ~~long term partnership with its clients~~them.

~~The~~EXX ~~Company~~ is ~~also~~in the ~~retaining~~business aof ~~portion~~building ofautonomous, ~~its~~efficient ~~portfolio~~reliable ~~focused~~and incost aeffective trading ~~wide~~platforms ~~variety~~in oforder ~~different~~to ~~sectors~~achieve ~~including~~Straight ~~but~~Through ~~not~~Processing ~~limited~~(STP) toin ~~alternative~~the financial ~~resources,~~industry. The ~~biotech,~~Company's ~~and~~main ~~services. As~~business ofis ~~September~~customizing proprietary ~~30,~~platforms ~~2009,~~so wefrom ~~have~~one ~~invested~~program ~~approximately~~STP ~~$899,999~~is inenabled 3across ~~portfolio~~all ~~companies~~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 awaiting final approval of the management by FINRA, so that Todd & Company can begin operations.

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 March 31, 2010, we invested approximately $669,999 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 assets sales will be used to reduce debt and drive growth in MTA , Todd & Co and EXX.com.

NOTE 2 - INVESTMENTS

As of March ~~September 30~~31, ~~2009~~2010, the Company has retained a portfolio of 32 investments for a total of approximately $~~899~~669,999 in funded capital and with a current valuation of $ ~~960~~739,~~380~~431. Our investment portfolio consists of the following:

Portfolio Company	Description	Value
Health Rush, Inc	Loan	250,000
Crownbutte Wind Power, Inc	Equity	123,181
Crownbutte Wind Power, Inc	Equity	116,630
Western Roses	Loan	616,250
Western Roses	Loan	593,750
Total		$739,431
Total		$960,380

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

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

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

1) the fundamental analytical data relating to the investment,

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

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

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

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

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

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

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

5. Net assets of investment ("NA")

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

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

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

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

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

NOTE 3 - EQUITY TRANSACTIONS

None.

NOTE 4 - LOANS PAYABLE

~~September~~ March 3031, ~~2009~~ 2010 December 31, ~~2008~~2009

~~Loan~~Convertibles Debenture payable, ~~principal~~with ~~and interest at 8% per annum~~an

~~due~~aggregate principal ~~May~~of 12$1, ~~2007~~177,103. ~~Past due $250~~97,~~000~~ ~~loan~~due

~~Accrued~~in ~~interest~~March 31, on2013 ~~this~~at ~~loan~~an isinterest $at ~~99,233 $~~3% ~~349,233 $~~per ~~341~~annum,~~423~~

~~Convertible~~interest paid ~~Notes~~semi-annually. Accrued ~~for~~interest ~~nine months $588,915~~on

~~Accrued~~these convertibles ~~interest~~at onMarch ~~this~~31, ~~note~~2010 is ~~$3,199. $ 588,915 $ -0-~~

approximately $16,224.45.

These loans are unsecured. $1,193,328 $ 895,260

Current Loans Payable, no interest accrued

These loans are unsecured 469,618 $ 251,018

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

Total current loans payable $ ~~938~~1,~~148~~ 662,946 $ ~~341~~1,~~423~~146,278

NOTE 5 – CURRENT QUARTER EVENTS

On ~~August~~March 17, 212010, ~~2009~~Todd ~~the~~& Company ~~announced~~received ~~that~~FINRA’s itapproval ~~has~~of ~~terminated~~the ~~acquisition~~firm’s ~~talks~~1017 application ~~with~~and ~~Florida~~acceptance ~~Atlantic~~of ~~Stock~~StarInvest ~~Transfer,~~as ~~Inc.,~~the anew ~~Tamarac,~~owners. ~~Florida~~This ~~based~~may ~~securities~~represent ~~transfer~~a further ~~agency~~step byforward ~~failing~~in tothe ~~meet~~implementation ~~certain terms~~ of aour ~~Letter~~long ofterm ~~Intent~~strategy ~~issued~~to ~~June~~become ~~16,~~a full service financial firm ~~2009~~with ~~under~~21st ~~which~~century ~~Starinvest,~~technologies creating ~~Inc.~~a ~~proposed~~recurring torevenue ~~acquire~~model ~~all~~by ofservicing new ~~the~~and ~~outstanding capital stock~~existing ~~of Florida Atlantic Stock Transfer, Inc~~customers.

10On May 4, 2010, Starinvest Group, Inc. foreclosed on the facilities of Western Roses Memorial Park, Inc. The facility is a 60.89 acre licensed perpetual care cemetery with a crematory facility on site serving the Midland and Odessa markets. Starinvest has a 58% interest in the facility and will play a vital role in analyzing all available options to enhance the value of its investment and ultimately the interest of its shareholders.

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

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

~~MATTER OF FORWARD-LOOKING STATEMENTS~~9

~~THIS FORM 10-Q CONTAINS "~~FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. ~~MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING~~ STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY’S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR STARINVEST GROUP, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, “RISK FACTORS” AND THE RISKS ASSOCIATED WITH A SMALL COMPANY, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

This Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. In addition, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Our actual results may differ significantly from the results projected in the forward-looking statements. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

CRITICAL ACCOUNTING POLICIES

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

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

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

INCOME TAXES

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

VALUATION OF INVESTMENTS

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

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

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

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

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

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

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

5.	Net assets of investment ("NA")

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

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

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

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

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

We have not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments. As a result, while we believe that the values that we have assigned to our investments are reasonable, we cannot assure you that the assigned values will not be substantially reduced as result of later determinations. In that event, we will incur losses and likely greater financial difficulties. Further, we cannot assure you that other valuations or valuation methodologies will not result in dramatic reductions to each of the values assigned to our investments.

OUR STRATEGY

InThe Company’s ~~2008,~~strategy weis ~~changed~~focused ~~our~~on ~~business~~offering ~~focus and withdrew our prior election to be treated as~~ a ~~business~~full ~~development~~menu ~~company~~of ~~and~~services asin ~~a result we became an operating company with~~ the ~~ultimate goal to become a full services~~ financial ~~firm~~sector ~~providing~~through ~~Transfer~~its ~~Agent, Edgar filings services, Brokering, and Trading Solutions to domestic and international companies~~subsidiaries.

WeAs ~~are~~a result ~~currently~~of ~~offering~~ our ~~services~~October ~~through~~16, ~~our~~2009 ~~subsidiaries~~acquisition Myof ~~Transfer Agent~~EXX.COM, LLC, ~~Stocktransfer~~the Company is now forming a strategy to expand the customer base of EXX.com ~~and~~into ~~MyTransferAgent~~our Broker Dealer (BD).~~com~~ The ECN platform will provide quote services, news retrieval, charting, option chain pricing and archive all trading information, for readily accessibility, as arequired ~~result~~by securities regulations in the financial industry. In addition customers of our ~~October~~BD ~~16,~~and ~~2009~~EXX ~~acquisition~~will ofhave remote access to viewing and executing orders on the EXX~~.COM~~ platform with NYSE, ~~LLC~~FINRA, weOTC ~~also~~markets,, ~~offer~~OTC ~~advanced~~BB ~~connectivity~~, OTC Pink sheets and ~~software~~option ~~solutions~~markets. toThe ~~small~~EXX ~~and~~Customer ~~medium~~support ~~sized~~desk ~~stock~~will facilitate ~~brokerage,~~traditional ~~arbitrage~~services for clients looking for direct assistance. The institutional application is a cost effective, ~~investment~~compliant ~~banking~~focused ~~firms~~flexible system with unique characteristics welcomed by institutional customers. The strategy for MTA is to acquire smaller transfer agents, to aggregate the customer base and introduce new technologies and services to its customers ADD SOMETHING HERE

We acquired EXX.COM, LLC, a limited liability company (“EXX”) on October 16, 2009 wherein we issued 82,000,000 shares of our Common Stock to acquire all of the outstanding membership interests of EXX.

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 so from one program STP is enabled across all the financial networks.

We entered into a Letter of Intent ("LOI") to acquire all the outstanding shares of common stock of Todd & Company, Inc. If we are successful in acquiring Todd & Company, we believe that this may represent a step forward in the implementation of our long term strategy to become a full service financial firm able to offer a recurring revenue model by servicing new and existing brokerage firms, hedge funds, trading firms, or individuals from one single source.

We are a small company with limited financial and managerial resources. In addition to the risks and uncertainties that we face, we are also in default on an 8% note and 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 or successfully mitigating and resolving the default on the note or, if we are successful in doing so, that we can do on terms that reasonable in light of our current cir5cumstances.

RESULTS OF OPERATIONS

Nine Months Ending September 30, 2009 vs. Nine Months Ending September 30, 2008

During the nine months ending September 30, 2009 (the “First Nine Months 2009”), we reported gross income of

$61,733 compared to gross income of $108,199 for the nine months ending September 30, 2008 (the “First Nine Months 2008”). Gross income is down due to approximately $40,000 less consulting income in 2009 as compared to 2008 due to discontinued operations in China.

By comparison, during the First Nine Months 2009 we incurred general and administrative expense of $231,936, professional fees of $145,895 and Interest Expense of $31,348 compared to the First Nine Months 2008 where we incurred $110,290 as general and administrative expense, professional fees of $36,615 and Interest Expense of $43,075.

During the First Nine Months 2009 we had Net Realized Gain on Investments of $9,399 and a Net Unrealized Loss on Investments of $331,739. The losses were a result of writing down investments to fair market value.

Our loss before other income totaled $352,409 and $81,781, respectively for the nine months ended September 30, 2009 and 2008. This nine month increase in loss is primarily due to less income and more expenses due to the newly acquired company in the current period as compared to the period ended September 30, 2008.

As a result, we had a loss before other income of $352,409 during the First Nine Months 2009 which compares to a loss be3fore other income of $81,781 incurred during the First Nine Months 2008. The increase in loss during the First Nine Months 2009 is primarily due to less income and more expenses due to the newly acquired company in the current period as compared to the First Nine Months 2008.

We had a net realized gain of $9,399 for the First Nine Months 2009 as compared to a $105,748 realized gain for the First Nine Months 2008.

This resulted in a Loss Per Share (Basic) of $0.01 per share during the First Nine Months 2009 compared to a Loss Per Share of $0.01 during the First Nine Months 2008.

Three Months Ending September 30, 2009 vs. Three Months Ending September 30, 2008

During the three months ending September 30, 2009 (“Third Quarter 2009”) we reported the following as compared to the three months ending September 30, 2008 (“Third Quarter 2008”):

Income

For the three ~~Third~~months ~~Quarter~~ended ~~2009~~March ~~our~~31, 2010 gross income totaled $2651,~~157~~890 as compared to $1912,~~032~~173 for the ~~Third~~three ~~Quarter~~months ~~2008~~ended March 31, 2009. The primary difference was higher ~~stock~~consulting ~~transfer~~ income in the ~~Third~~current ~~Quarter~~2010 ~~2009.~~period

Expenses

For the three ~~Third~~months ~~Quarter~~ended ~~2009~~March 31, 2010 expenses totaled $~~179~~287,~~038~~120 as compared to $46138,~~515~~954 for the ~~Third~~three ~~Quarter~~months ~~2008~~ended March 31, 2009. This increase in expenses is due to higher operating costs due to ~~our~~its new subsidiary ~~MTA~~ EXX.com.

1412

Loss before other income(expenses)

The Company’s loss before other income totaled $~~157~~466,~~303~~434 and $27126,~~483~~781, respectively for the ~~Third~~three ~~Quarter~~months ~~2009~~ended March 31, 2010 and 2009. This increase in loss is primarily due to the ~~Third~~increased ~~Quarter~~costs ~~2008~~of running the additional subsidiaries including compliance and ramp up expenses.

Net ~~Unrealized Loss~~Realized Gains

~~There~~The Company ~~was~~had ano net ~~unrealized~~realized ~~loss~~gain ~~of $331,739~~ for the three ~~and nine~~ months ended ~~June~~March 3031, ~~2009~~2010 as compared to ~~Net~~a ~~unrealized gain of~~ $7194,~~583~~399 ~~for~~realized ~~the~~gain ~~three months and a net unrealized loss on investments of $524,074~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2008. The unrealized losses represent a lower market valuation for some of~~ ~~the Company's portfolio companies~~2009.

Net Unrealized Depreciation

There was a net unrealized loss of $13,449 for the three months ended March 31, 2010 as compared to no net unrealized losses for the three months ended March 31, 2009. The unrealized losses represent a lower market valuation for one of the Company's portfolio companies.

Net Loss

Our net loss totaled $489,042 and $35,137, respectively for the Third Quarter 2009 and Third Quarter 2008. This decrease in loss is primarily due to the $331,739 in unrealized loss for the period ended September 30, 2009. The Company'’s net loss totaled $~~674~~479,~~749~~873 and $~~500~~117,~~107~~382, respectively for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2009~~2010 and ~~2008~~2009. This ~~nine month~~ increase in loss is primarily due to the increased operating costs of ~~our~~its ~~new~~subsidiaries ~~subsidiary MTA~~ for the current ~~period~~three months ended ~~September~~March 3031, ~~2009.~~2010

LIQUIDITY AND CAPITAL RESOURCES

For the three ~~First~~months ~~Nine~~ended ~~Months~~March ~~2009~~31, ~~our~~2010, net cash used by operating activities was $~~616~~337,~~850~~676 compared to $55117,~~950~~965 used by operating activities for the ~~First~~three ~~Nine~~months ended ~~Months~~March ~~2008~~31, 2009. The ~~First~~current ~~Nine~~three ~~Months~~month’s ~~2009~~ usage was due to the net loss of $~~674~~479,~~749~~873, interest expense of $3115,~~348~~698, interest income of $3311,~~750~~250, depreciation and amortization of $925,~~739~~751 and an increase in accounts payable and accrued expenses of $31944,~~991~~943. In the ~~First~~corresponding ~~Nine~~period ~~Months~~of ~~2008~~2009, cash was used primarily by the net loss of $~~500~~1174,~~107~~382 and provided by interest expense of $359,~~625~~474 and a decrease to accounts payable and accrued expenses of $432,~~931~~065.

For the three ~~First~~months ~~Nine~~ended ~~Months~~March ~~2009~~31, 2010, there was $3036,~~934~~552 in cash ~~was~~used ~~provided~~for by investing activities as compared to $~~276~~34,~~176~~157 of cash ~~that was~~ provided by investing activities for the ~~First~~three ~~Nine~~months ~~Months~~ended ~~2008. During~~March ~~the First Nine Months 2008~~31, ~~we sold shares of two investments on the open market and we had large amounts of unrealized losses~~2009.

For the three ~~First~~months ~~Nine~~ended ~~Months~~March 31, 2009, wethere ~~had~~was $~~588~~384,~~915~~000 provided by financing activities through the proceeds of loans. For the ~~First~~comparable ~~Nine~~three month ~~Months~~period ~~2008~~ending March 31, 2009, there was $~~231~~100,~~817~~000 in cash ~~used~~provided by financing activities primarily tothrough ~~pay~~proceeds ~~down~~from loans.

~~While~~The Company weanticipates ~~believe~~a ~~that~~significant ~~the~~increase ~~values~~in ~~assigned~~capital toexpenditures ~~our~~subject ~~investments~~to obtaining ~~are~~additional ~~reasonable~~financing, weof ~~have~~which ~~not~~there ~~obtained~~can ~~any~~be ~~independent~~no ~~evaluation~~assurance. The Company's capital requirements depend on numerous factors, including market acceptance of ~~these~~the ~~values~~Company's orinvestment ability to obtain additional financing, technological developments, capital expenditures and other factors. The Company has an immediate need for ~~that~~additional ~~matter~~financing to continue operations. The Company is seeking to obtain additional capital through the sale of its securities and loans. If the Company does not immediately receive additional financing, ~~have~~the weCompany ~~obtained~~will ~~any~~be ~~verification~~required ~~that~~to cease operations. If the Company ~~values~~obtains weadditional ~~have~~financing, ~~assigned~~of ~~comport~~which ~~with~~there can be no assurance, the Company ~~values~~may ~~and~~sell ~~methodologies~~its ~~that~~equity ~~are~~securities. ~~generally~~The ~~accepted~~sale of additional equity or convertible ~~applied.~~debt ~~For~~securities ~~these~~could ~~and~~result ~~other~~in ~~reasons,~~additional dilution to stockholders. weThere ~~cannot~~can ~~assure~~be ~~you~~no assurance that wefinancing will ~~not~~be ~~later~~available ~~reduce~~in the ~~values~~required amounts ~~that~~or weon ~~assigned~~terms acceptable to ~~these~~the ~~investments~~Company, ~~with~~if ~~consequent~~at ~~losses~~all.

Based on our current estimates and plans, we anticipate a significant increase in capital expenditures if we are able to obtain additional financing. While we cannot assure you that we will obtain additional financing, our capital requirements depend on numerous factors, including market acceptance of our investment ability to obtain additional financing, technological developments, capital expenditures and other factors.13

We have an immediate need for additional financing to continue operations. We are seeking to obtain additional capital through the sale of our securities and loans. If we are not successful in obtaining additional financing in the immediate future, we will be required to cease operations.

If we obtain a sufficient amount of additional financing, we likely may sell equity securities. The sale of additional equity or convertible debt securities will result in additional dilution to our stockholders. There can be no assurance that additional financing will be available in the required amounts or on terms that are reasonable in light of our current circumstances. As a result, we face significant new risks and uncertainties as we attempt to raise additional capital in an effort to implement our business plan.

CONTRACTUAL OBLIGATIONS

The following table summarizes our outstanding contractual obligations as of ~~September 30~~March 31, ~~2009~~2010

Contractual obligations	Payments due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
[Long-Term Debt Obligations]	938,148	938,148
Long-Term Debt Obligations	N/A	N/A	N/A	N/A	N/A
[Capital Lease Obligations]
Capital Lease Obligations	N/A	N/A	N/A	N/A	N/A
[Operating Lease Obligations]
Operating Lease Obligations	N/A	N/A	N/A	N/A	N/A
[Purchase Obligations]	25,000	25,000
Purchase Obligations	25,000	25,000	N/A	N/A	N/A
[Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP]
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP	N/A	N/A	N/A	N/A	N/A
Total	~~963~~25,~~148~~000	~~963~~25,~~148~~000	N/A	N/A	N/A

OFF BALANCE SHEET ARRANGEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2010 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) ~~Evaluation~~under ofthe ~~Disclosure~~1934 ~~Controls~~Act. Based on this evaluation, management concluded that our disclosure controls and ~~Procedures~~procedures were effective as of March 31, 2010.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.14

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

~~Because~~During the offiscal ~~its~~quarter ~~inherent~~ended ~~limitations~~March 31, ~~internal control over financial reporting may not prevent or detect misstatements. Therefore~~2010, ~~even~~there ~~those~~have ~~systems~~been ~~determined~~no tochanges bein ~~effective~~our internal ~~can provide only reasonable assurance of achieving their~~ control ~~objectives.~~over ~~Furthermore,~~financial ~~smaller~~ reporting ~~companies~~that ~~face~~have ~~additional~~materially ~~limitations.~~affected ~~Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one~~ or ~~two individuals control every aspect of the Company's operation and~~ are reasonably inlikely ~~a position~~ to ~~override~~materially ~~any~~affect ~~system~~our of internal ~~control.~~controls ~~Additionally,~~over ~~smaller~~ financial reporting ~~companies tend to utilize general accounting software packages that lack a rigorous set of software controls~~.

b) Changes in Internal Control over Financial Reporting.

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

LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE

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

LACK OF SEGREGATION OF DUTIES

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

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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

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

Item 1.A RISK FACTORS

We There are inno ~~default~~material changes from the risk factors previously disclosed in the ~~payment~~Company’s ofAnnual ~~our~~Report 8%for ~~Note.~~the year ended December 31, 2009 filed March 31, 2010.

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 September 30, 2009, the outstanding principal amount of $250,000, together with accrued interest of $99,233 or a total of $349,233, 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 through the conversion of the total amount due into common shares of the Company.

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 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 $12,237,547 and $12,912,295 at December 31, 2008 and September 30, 2009 respectively. Additionally, for the nine months ended September 30, 2009 and the year ended December 31, 2008, we used cash in operations of $616,850 and $115,498, 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 27, 2009, a balance of $12,500 is still owed 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. Through September 30, 2009 the net loss is $674,749 and the net loss for 2008 was approximately $681,131 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 5% interest and among the three of them, they own approximately 23.60% of the outstanding shares. Our directors and executive officers directly and indirectly own in the aggregate approximately 16.65% 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.

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.

Trading in our Common Stock is limited. Consequently, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Common Stock. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities. Under such rules, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock.

The Commission has adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules.

In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving a penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale.

Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and, if the broker/dealer is the sole market maker, the broker/dealer must disclose this fact and its control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets has been in operation for at least three years ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor, and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives. The Company's securities are subject to the above rules on penny stocks and the market liquidity for the Company's securities could be severely affected by limiting the ability of broker/dealers to sell the Company's securities.

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.

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

The following transactions were undertaken in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933 and the exemptions provided by Regulation D adopted by the Commission there underNone. ~~In each case:~~

(1) Each investor assured the Company that they are sophisticated and experienced in investment and securities matters and can fend for himself;

(2) Each investor had, prior to issuance of the securities, access to all of the Company’s books and records prior to making the investment;

(3) The Company made available all of its officers and directors to give each investor an opportunity to ask questions and receive answers to all said questions;

(4) Each investor received, prior to the issuance of the promissory note, accurate and complete disclosures regarding the Company and its affairs equivalent to that found in a registration statement;

(5) Each investor had an pre-existing relationship with the Company and the issuance of the promissory note was not the result of any advertising or general solicitation; and

(6) Each investor agreed that he was acquiring the securities for investment purposes only and not with a view to any distribution.

(7) The Company did not employ the services of any broker-dealer or underwriter and no commissions were paid to any third party.

(8) All funds received from the sale of the securities were used to increase the Company’s working capital and for general corporate purposes.

To that end and during the period from March 19, 2009 through September 30, 2009:

(A) The Company raised $588,915 through the sale of Convertible Loans. Each Unit consists of one Senior Convertible Debenture, one Warrant entitling the undersigned to purchase one share of common stock for $0.30, one Warrant entitling the undersigned to purchase one share of common stock for $0.45, and one Warrant entitling the undersigned to purchase one share of common stock for $0.60.

(B) On October 16, 2009, the Company issued 82,000,000 restricted common shares as per the terms of the Purchase Agreement made and entered into among Exx.com LLC.

(C) On October 28, 2009, the Company issued 11,641,096 common shares as per the conversion of $349,232.88 of the defaulted 8% Notes due on May 12, 2007. The notes were collateralized by all the asset of the company.

ITEM 3. Defaults Upon Senior Securities

We were in default on the 8% Notes due on May 12, 2007. The notes were collateralized by all the asset of the company. The total past due amount of these loans was $250,000 out of the original principal amount of $775,000. Accrued and unpaid interest on this loan was $99,233. On October 28, 2009, the Company agreed to issued 11,641,096 common shares to the Noteholders as per their conversion of the total defaulted amount of $349,232.88.

ITEM 4. Submission of Matters to Vote of Security Holders

None.

ITEM 4. Removed and Reserved

ITEM 5. Other Information

~~On October 16, 2009, the Company announced that it has completed the acquisition of EXX~~None.COM. Pursuant to the terms of the Agreement, the Company acquired 100% of the issued and outstanding shares of common stock of EXX, in exchange for the issuance of 82,000,000 restricted common shares of the Company. See the Company’s Form 8-K that was filed with the Securities and Exchange Commission regarding this transaction,

On October 28, 2009, the Company issued 11,641,096 common shares as per the conversion of $349,232.88 of the defaulted 8% Notes due on May 12, 2007. The notes were collateralized by all the asset of the company.15

ITEM 6. Exhibits ~~and Reports on Form 8-K~~

See 8K filed September 15, 2009.

(a) Exhibits

Exhibit No. Description

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

31.1 Certification pursuant byto ~~Chief~~Section ~~Executive~~302 ~~Officer~~of ~~Pursuant~~the toSarbanes-Oxley ~~Section~~Act ~~302~~of 2002

3132.21 Certification pursuant byto ~~Chief~~Section ~~Financial~~906 ~~Officer~~of ~~Pursuant~~the toSarbanes-Oxley ~~Section~~Act ~~302~~of 2002

32.1 Certification by Chief Executive Officer Pursuant to Section 906

32.2 Certification by Chief Financial Officer Pursuant to Section 906

(b) Reports on Form 8-K None

SIGNATURE PAGE

InPursuant to ~~accordance with~~ the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~November 13~~May 17, ~~2009~~2010

/s/ Robert H. Cole

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

Robert H. Cole

Chief Executive Officer, Chief Financial Officer and Director

26(Principal Executive, Financial and Accounting Officer)

~~Exhibit 31.1~~16

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1. I have reviewed this quarterly report on Form 10-Q of the Company.

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2009

/s/ Robert H. Cole

Robert H. Cole, Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1. I have reviewed this quarterly report on Form 10-Q of the Company.

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

Date: November 13, 2009

/s/ Robert H. Cole

Robert H. Cole, Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350, as adopted), Robert H. Cole, Chief Executive Officer of StarInvest Group, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2009 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

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

Dated: November 13, 2009

/s/ Robert H. Cole

Robert H. Cole

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350, as adopted), Robert Cole, Chief Financial Officer of StarInvest Group, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2009 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));and

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

Dated: November 13, 2009

/s/ Robert H. Cole

Robert H. Cole

Chief Financial Officer

Filing Compare · STARINVEST GROUP, INC.