UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, ~~2017~~2018

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

For the transition period from ________ to ________

Commission File No. 333-200675

STAR WEALTH GOUP INC.

(Exact name of registrant as specified in its charter)


Nevada		36-4817186
(State or other jurisdiction of incorporation or formation)		(I.R.S. employer Identification No.)

~~R24~~903 ~~Flat~~Dannies CHse ~~5/F~~20,

~~Wah~~Luard ~~Mow~~Rd, ~~Factory~~Wan ~~Building~~Chai

~~5-7~~Hong ~~Ng Fong Street, San Po Kang~~Kong

~~Kowloon,~~(Address ~~Hong~~of ~~Kong~~principal executive offices) (Zip Code)

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: +852 6519 7111

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

None

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

None

(Title of class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes ☐ No ☒~~

Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ 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 the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company X ☒

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

As of the last business day of the Issuer’s most recently completed second fiscal quarter, October 31, ~~2015~~2018, the aggregate market value of the voting and non-voting common equity held by non-affiliates was nil.

As of January 1211, ~~2018~~2019, there were 29,737,000 shares of Common Stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Table of Contents

PART I

Item 1. Business.

Item 1A. Risk Factors.

Item 1B. Unresolved Staff Comments.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 4. Mine Safety Disclosures.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

MICHAEL GILLESPIE & ASSOCIATES, PLLC

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

PART IV.

Item 15. Exhibits, Financial Statement Schedules.

SIGNATURES

PARTTable Iof Contents

~~FORWARD-LOOKING~~PART ~~STATEMENTS~~I Item 1. Business. Item 1A. Risk Factors. Item 1B. Unresolved Staff Comments. Item 2. Properties. Item 3. Legal Proceedings. Item 4. Mine Safety Disclosures. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6. Selected Financial Data. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data. Item 9A. Controls and Procedures. Item 9B. Other Information. Item 10. Directors, Executive Officers and Corporate Governance. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accountant Fees and Services. Item 15. Exhibits, Financial Statement Schedules.

~~Certain~~PART statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.I

~~Unless~~FORWARD-LOOKING ~~stated otherwise, the words “we,” “us,” “our,” “the Company” or “Star Wealth” in this Annual Report collectively refers to Star Wealth Group Inc.~~STATEMENTS

~~Item~~Certain 1statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. ~~Business~~Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

~~Business~~Unless ~~Development~~stated &otherwise, ~~Business~~the ~~Overview~~words “we,” “us,” “our,” “the Company” or “Star Wealth” in this Annual Report collectively refers to Star Wealth Group Inc.

WeItem ~~were incorporated in the State of Nevada on February 26, 2014 under the name Terafox Corp~~1. ~~On December 13, 2017, we changed our name to Star Wealth Group Inc~~Business. From inception until first fiscal quarter of 2015, the Company’s principal business consisted of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.

~~Effective~~Business ~~March~~Development ~~16,~~& ~~2016,~~Business a change of control occurred with respect to the Company. Pursuant to the change of control, Smart Mate Limited, a Republic of Seychelles company, acquired 4,000,000 shares of common stock (or 62% of the outstanding common stock) from Mr. Aleksey Gagauz. (See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” below). In connection with the transaction, Mr. Gaugaz resigned in his officer and director capacity. The current sole officer and director of the Company is Chi Yeuk Lau. In addition, as of the date of the transaction, the Company ceased its prior business activity and became a “shell company” as described below. On June 5, 2017, the Company and Smart Mate Limited, a Seychelles company and the Company’s largest shareholder (“Smart Mate”), entered into a Loan Conversion Agreement pursuant to Smart Mate converted its outstanding loans to the Company in exchange for common stock of the Company. On June 5, 2017, a total of $116,485 was owed to the Smart Mate by the Company, and pursuant to the Loan Conversion Agreement, Smart Mate discharged the loan amount in exchange for receiving 23,297,000 shares of common stock of the Company.Overview

~~Current~~We ~~Business~~were ~~and~~incorporated ~~Plan~~in the State of ~~Operations~~Nevada on February 26, 2014 under the name Terafox Corp. On December 13, 2017, we changed our name to Star Wealth Group Inc. From inception until first fiscal quarter of 2015, the Company’s principal business consisted of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.

~~Under~~Effective ~~SEC~~March ~~Rule~~16, ~~12b-2~~2016, ~~under~~a change of control occurred with respect to the ~~Securities~~Company. ~~Exchange~~Pursuant ~~Act~~to the change of ~~1934~~control, asSmart ~~amended~~Mate Limited, a Republic of Seychelles company, acquired 4,000,000 shares of common stock (or 62% of the outstanding common stock) from Mr. Aleksey Gagauz. (See “~~Exchange~~Item ~~Act~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” below). In connection with the transaction, Mr. Gaugaz resigned in his officer and director capacity. The current sole officer and director of the Company ~~qualifies~~is Chi Yeuk Lau. In addition, as of the date of the transaction, the Company ceased its prior business activity and became a “shell company,” ~~because~~as itdescribed ~~has~~below. noOn orJune ~~nominal~~5, ~~assets~~2017, ~~(other~~the ~~than~~Company ~~cash)~~and Smart Mate Limited, a Seychelles company and nothe orCompany’s ~~nominal~~largest ~~operations. Management~~shareholder ~~does~~(“Smart ~~not~~Mate”), ~~intend~~entered tointo ~~undertake~~a ~~any~~Loan ~~efforts~~Conversion Agreement pursuant to ~~cause~~Smart aMate ~~market~~converted its outstanding loans to ~~develop~~the Company in ~~our~~exchange ~~securities,~~for ~~either~~common ~~debt~~stock orof ~~equity,~~the ~~until~~Company. weOn ~~have~~June ~~successfully~~5, ~~concluded~~2017, a ~~business~~total ~~combination.~~of ~~The~~$116,485 ~~Company~~was ~~intends~~owed to ~~comply~~the ~~with~~Smart Mate by the ~~periodic~~Company, ~~reporting~~and ~~requirements~~pursuant ofto the ~~Exchange~~Loan ~~Act~~Conversion Agreement, Smart Mate discharged the loan amount in exchange for soreceiving ~~long~~23,297,000 asshares itof iscommon ~~subject~~stock toof ~~those~~the ~~requirements~~Company.

~~The~~On December 13, 2017, the Company’s ~~principal~~amended ~~business~~its ~~objective~~Articles ~~for~~of Incorporation with the ~~next~~Nevada 12Secretary ~~months~~of ~~and~~State ~~beyond~~to ~~such~~effect ~~time~~the ~~will~~name bechange of the Company to ~~achieve~~Star ~~long-term~~Wealth ~~growth~~Group ~~potential~~Inc. ~~through~~(“Corporate aAction”). ~~combination~~On ~~with~~October a9, ~~business~~2017, ~~rather~~our ~~than~~majority ~~immediate~~stockholder, ~~short-term~~holding ~~earnings~~85.30% ~~The~~of ~~Company~~our ~~will~~outstanding ~~not~~voting ~~restrict~~securities, ~~its~~executed ~~potential~~written ~~candidate~~consent ~~target~~approving ~~companies~~the toCorporate ~~any~~Action. ~~specific~~In ~~business~~addition, ~~industry~~the orCompany’s ~~geographical~~new ~~location~~CUSIP ~~and,~~number ~~thus,~~with ~~may~~respect ~~acquire~~to ~~any~~the ~~type~~Corporate ofAction ~~business~~is 85521K 106.

~~The~~In ~~analysis~~connection ofwith ~~new~~the ~~business~~Corporate ~~opportunities~~Action, ~~will~~on beDecember ~~undertaken~~26, by2017, orthe ~~under~~Company ~~the~~received ~~supervision~~approval offrom ~~our~~the ~~management~~Financial ~~and~~Industry ~~the~~Regulatory ~~Company’s~~Authority ~~principal~~(“FINRA”) ~~shareholders.~~for ~~Current~~its orname ~~future~~change ~~management~~as ofstated ~~the~~above ~~Company~~and ~~may~~voluntary ~~decide~~trading tosymbol ~~hire~~request ~~outside~~from ~~consultants~~“TRFX” to ~~assist~~“SWGI.” The inname ~~the~~change ~~investigation~~ and ~~selection~~symbol ofchange ~~business~~will ~~opportunities,~~be ~~and~~reported ~~might~~by ~~pay~~FINRA aon ~~finder’s~~or ~~fee,~~about inDecember ~~stock~~28, or2017. in

3Current Business and Plan of Operations

~~cash~~Under SEC Rule 12b-2 under the Securities Exchange Act of 1934, as ~~allowed~~amended by(the ~~law.~~“Exchange ~~Since~~Act”), the Company qualifies as a “shell company,” because it has no ~~current~~or ~~plans~~nominal assets (other than cash) and no or nominal operations. Management does not intend to ~~use~~undertake any ~~outside~~efforts ~~consultants~~to cause a market to develop in our securities, noeither ~~criteria~~debt or ~~policies~~equity, until we have ~~been~~successfully ~~adopted~~concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

AsThe ofCompany’s ~~the~~principal ~~date~~business ofobjective ~~this~~for ~~report,~~ the ~~Company~~next ~~has~~12 ~~not~~months ~~entered~~and ~~into~~beyond ~~any~~such ~~definitive~~time ~~agreement~~will ~~with~~be ~~any~~to ~~party,~~achieve ~~nor~~long-term ~~have~~growth ~~there~~potential ~~been~~through ~~any~~a ~~specific~~combination ~~discussions~~ with ~~any~~a ~~potential~~ business ~~combination~~rather ~~candidate~~than ~~regarding~~immediate, ~~business~~short-term ~~opportunities for the Company~~earnings. The Company ~~has~~will ~~unrestricted~~not ~~flexibility~~restrict inits ~~seeking,~~potential ~~analyzing~~candidate ~~and~~target ~~participating~~companies into ~~potential~~any specific business, ~~opportunities.~~industry Inor ~~its~~geographical ~~efforts~~location toand, ~~analyze potential acquisition targets~~thus, ~~the~~may ~~Company~~acquire ~~will~~any ~~consider~~type ~~the following kinds~~ of ~~factors:~~business.

(The analysis of new business opportunities will be undertaken by or under the supervision of our management and the Company’s principal shareholders. Current or future management of the Company may decide to hire outside consultants to assist in the investigation and selection of business opportunities, and might pay a) finder’s fee, in stock or in

~~Potential for growth, indicated by new technology, anticipated market expansion or new products;~~ 3

~~(b)~~cash, as allowed by law. Since the Company has no current plans to use any outside consultants, no criteria or policies have been adopted.

~~Competitive~~As ~~position~~of asthe ~~compared~~date toof ~~other~~this ~~firms~~report, ofthe ~~similar~~Company ~~size~~has ~~and~~not ~~experience~~entered ~~within~~into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the ~~industry~~Company. The ~~segment~~Company ashas ~~well~~unrestricted asflexibility ~~within~~in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the ~~industry~~Company aswill aconsider ~~whole;~~the following kinds of factors:

(ca)

~~Strength~~Potential ~~and~~for ~~diversity~~growth, ofindicated ~~management~~by new technology, ~~either~~anticipated inmarket ~~place~~expansion or ~~scheduled~~new ~~for recruitment~~products;

(db)

~~Capital~~Competitive ~~requirements~~position ~~and~~as ~~anticipated~~compared ~~availability of required funds,~~ to beother ~~provided~~firms byof ~~the~~similar ~~Company~~size orand ~~from~~experience ~~operations,~~within ~~through~~ the ~~sale~~industry ofsegment ~~additional~~as ~~securities,~~well ~~through~~as ~~joint~~within ~~ventures~~the orindustry ~~similar~~as ~~arrangements~~a ~~or from other sources~~whole;

(ec)

~~The~~Strength ~~cost~~and diversity of ~~participation~~management, byeither ~~the~~in ~~Company~~place asor ~~compared~~scheduled tofor ~~the perceived tangible and intangible values and potentials~~recruitment;

(fd)

~~The~~Capital ~~extent~~requirements and anticipated availability of required funds, to ~~which~~be provided by the ~~business~~Company ~~opportunity~~or ~~can~~from beoperations, ~~advanced;~~through ~~and~~the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(ge)

The ~~accessibility~~cost of ~~required~~participation ~~management~~by ~~expertise,~~the ~~personnel,~~Company ~~raw~~as ~~materials,~~compared ~~services,~~to ~~professional~~the ~~assistance~~perceived tangible and ~~other~~intangible ~~required~~values ~~items.~~and potentials;

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. The costs associated with hiring third parties to complete a business combination target may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company and the size and the complexity of the target company. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.(f)

WeThe ~~fully~~extent ~~anticipate that business opportunities will come~~ to which the ~~Company’s~~business ~~attention~~opportunity ~~from~~can ~~various sources. These sources may include, but not~~ be ~~limited~~advanced; ~~to, its principal shareholders, professional advisors such as attorneys~~ and accountants, securities broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that our majority shareholders or our sole officer and certain of their affiliates may introduce a business combination target to us.

4(g)

ItThe isaccessibility ~~possible that the range~~ of ~~business~~required ~~opportunities~~management ~~that~~expertise, ~~might~~personnel, beraw available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affectmaterials, ~~and possibly impair~~services, ~~any~~professional ~~market~~assistance ~~that~~and ~~might~~other ~~develop~~required ~~in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations~~items.

~~The~~In ~~Company~~applying ~~believes~~the ~~that~~foregoing ~~various~~criteria, ~~types~~no one of ~~potential~~which ~~merger~~will orbe ~~acquisition~~controlling, ~~candidates~~management ~~might~~will ~~find~~attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business ~~combination~~opportunities ~~with~~may occur in many different industries, and at various stages of development, all of which will make the ~~Company~~task toof becomparative ~~attractive.~~investigation ~~These~~and ~~include~~analysis ~~acquisition~~of ~~candidates~~such ~~desiring~~business opportunities extremely difficult and complex. Due to ~~create~~the aCompany's ~~public~~limited ~~market~~capital available for ~~their~~investigation, ~~shares~~the inCompany ~~order~~may not discover or adequately evaluate adverse facts about the opportunity to ~~enhance~~be ~~liquidity~~acquired. ~~for~~In ~~current~~evaluating ~~shareholders~~a prospective business combination, ~~acquisition~~we ~~candidates~~will ~~which~~conduct ~~have~~as ~~long-term~~extensive ~~plans~~a ~~for~~due ~~raising~~diligence ~~capital~~review ~~through~~of ~~the~~potential ~~public~~targets ~~sale~~as possible given the lack of ~~securities~~information which may be available regarding private companies, our limited personnel and ~~believe~~financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the ~~possible~~target ~~prior~~business’s ~~existence~~incumbent management and inspection of aits ~~public~~facilities, ~~market~~as ~~for~~necessary, ~~their~~as ~~securities~~well ~~would~~as bea ~~beneficial,~~review of financial and ~~acquisition~~other ~~candidates~~information which ~~plan~~is made available to ~~acquire~~us. ~~additional~~This ~~assets~~due ~~through~~diligence ~~issuance~~review ofwill ~~securities~~be ~~rather~~conducted ~~than~~either ~~for~~by ~~cash~~our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. The costs associated with hiring third parties to complete a business combination target may be significant and ~~believe~~are ~~that~~difficult ~~the~~to ~~possibility~~determine as such costs may vary depending on a variety of ~~development~~factors, including the amount of atime ~~public~~it ~~market~~takes ~~for~~to ~~their~~complete ~~securities~~a ~~will~~business becombination, the location of ~~assistance~~the intarget ~~that~~company ~~process.~~and ~~Acquisition~~the ~~candidates~~size ~~who~~and ~~have~~the acomplexity ~~need~~of ~~for~~the antarget ~~immediate~~company. ~~cash~~Our ~~infusion~~limited ~~are~~funds ~~not~~and the lack of full-time management will likely make it impracticable to ~~find~~conduct a ~~potential~~complete and exhaustive investigation and analysis of a target business before we consummate a business combination. ~~with~~Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the ~~Company~~like which, if we had more funds available to us, would be andesirable. ~~attractive~~We ~~alternative~~will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.

~~The~~We ~~time~~fully ~~and~~anticipate ~~costs~~that ~~required~~business toopportunities ~~select~~will ~~and~~come ~~evaluate~~to athe ~~target~~Company’s ~~business~~attention ~~and~~from tovarious ~~structure~~sources. ~~and~~These ~~complete~~sources amay ~~business~~include, ~~combination~~but ~~cannot~~not ~~presently~~ be ~~ascertained~~limited ~~with~~to, ~~any~~its ~~degree~~principal ofshareholders, ~~certainty.~~professional ~~The~~advisors ~~amount~~such ofas ~~time~~attorneys itand ~~takes~~accountants, tosecurities ~~complete a business combination~~broker-dealers, ~~the location of the target company~~ and ~~the~~others ~~size~~who ~~and~~may ~~complexity~~present ofunsolicited ~~the~~proposals. ~~business~~Currently, of the ~~target~~Company ~~company~~has ~~are~~no ~~all~~agreements, ~~factors~~whether ~~that~~written ~~determine~~or ~~the~~oral, ~~costs associated~~ with ~~completing~~any aindividual ~~business~~or ~~combination~~entity, ~~transaction.~~to ~~The~~act ~~time~~as ~~and~~a ~~costs~~finder ~~required~~for tothe ~~complete~~Company. However, aat ~~business~~the ~~combination~~present, ~~transaction~~we ~~can~~contemplate bethat ~~ascertained~~our ~~once~~majority ashareholders ~~business~~or ~~combination~~our ~~target~~sole ~~has~~officer ~~been~~and ~~identified.~~certain ~~Any~~of ~~costs~~their ~~incurred~~affiliates ~~with~~may ~~respect~~introduce ~~to evaluation of~~ a ~~prospective~~ business combination ~~that~~target ~~is not ultimately completed will result in a loss~~ to us.

~~Competition~~4

InIt ~~identifying,~~is ~~evaluating~~possible ~~and~~that ~~selecting~~the arange ~~target~~of business, weopportunities ~~may~~that ~~encounter~~might ~~intense~~be ~~competition~~available ~~from~~for ~~other~~consideration ~~entities~~by ~~having~~the aCompany ~~business~~could ~~objective~~be ~~similar~~limited toby ~~ours.~~the ~~There~~impact ~~are~~of ~~numerous~~Securities ~~“public~~and ~~shell”~~Exchange ~~companies~~Commission ~~either~~regulations ~~actively~~regarding orpurchase ~~passively~~and ~~seeking~~sale ~~operating businesses with which to merge in addition to a large number~~ of “~~blank~~penny ~~check~~stocks.” ~~companies~~The ~~formed~~regulations ~~and~~would ~~capitalized specifically to acquire operating businesses. Additionally~~affect, ~~we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established~~ and ~~have~~possibly ~~extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical~~impair, ~~human~~any ~~and~~market ~~other~~that ~~resources~~might ~~than~~develop ~~us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete~~ in ~~acquiring~~the ~~certain~~Company’s ~~sizable~~securities ~~target~~until ~~businesses~~such istime ~~limited~~as bythey ~~our~~qualify ~~available~~for ~~financial~~listing ~~resources.~~on ~~This~~NASDAQ ~~inherent~~or ~~competitive~~on ~~limitation~~another ~~gives~~exchange ~~others~~which anwould ~~advantage~~make inthem ~~pursuing~~exempt ~~the~~from ~~acquisition~~applicability of ~~a target business. Further, our outstanding warrants and~~ the ~~future~~“penny ~~dilution~~stock” ~~they potentially represent may not be viewed favorably by certain target businesses~~regulations.

~~Any~~The ofCompany ~~these~~believes ~~factors~~that ~~may~~various ~~place~~types usof atpotential amerger ~~competitive~~or ~~disadvantage~~acquisition incandidates ~~successfully~~might ~~negotiating~~find a business combination with the Company to be attractive. ~~Our~~These ~~management~~include ~~believes,~~acquisition ~~however~~candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that ~~our~~the ~~status~~possible asprior existence of a public ~~entity~~market for their securities would be beneficial, and ~~potential~~acquisition ~~access~~candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the ~~United~~possibility ~~States~~of development of a public ~~equity~~market ~~markets~~for ~~may~~their ~~give~~securities uswill abe ~~competitive~~of ~~advantage~~assistance ~~over~~in ~~privately-held~~that ~~entities~~process. ~~with~~Acquisition candidates who have a ~~business~~need ~~objective~~for ~~similar~~an toimmediate ~~ours~~cash infusion are not likely to ~~acquire~~find a ~~target~~potential business oncombination ~~favorable~~with ~~terms~~the Company to be an attractive alternative.

IfThe wetime ~~succeed~~and incosts ~~effecting~~required ato ~~business~~select ~~combination,~~and ~~there~~evaluate ~~will~~a ~~be, in all likelihood, intense competition from competitors of the~~ target business. ~~Many~~and ~~of our target business’ competitors are likely~~ to bestructure ~~significantly larger~~ and ~~have~~complete ~~far~~a ~~greater~~business ~~financial~~combination ~~and~~cannot ~~other~~presently ~~resources~~be ~~than~~ascertained wewith ~~will.~~any ~~Some~~degree of ~~these~~certainty. ~~competitors~~The ~~may~~amount ~~be divisions or subsidiaries~~ of ~~large,~~time ~~diversified~~it ~~companies~~takes ~~that have access~~ to ~~financial~~complete ~~resources~~a ofbusiness ~~their~~combination, ~~respective~~the ~~parent~~location ~~companies.~~of ~~Our~~the target ~~business~~company ~~may~~and ~~not~~the besize ~~able~~and tocomplexity ~~compete~~of ~~effectively~~the ~~with~~business ~~these~~of ~~companies~~the ortarget ~~maintain~~company ~~them~~are asall ~~customers~~factors ~~while~~that ~~competing~~determine ~~with~~the ~~them~~costs onassociated ~~other~~with ~~projects.~~completing Ina ~~addition, it is likely that our target~~ business ~~will~~combination ~~face~~transaction. ~~significant~~The ~~competition~~time ~~from~~and ~~smaller~~costs ~~companies~~required ~~that~~to ~~have~~complete ~~specialized~~a ~~capabilities~~business incombination ~~similar~~transaction ~~areas.~~can Webe ~~cannot~~ascertained ~~accurately~~once ~~predict~~a ~~how~~business ~~our~~combination target ~~business’~~has ~~competitive~~been ~~position~~identified. ~~may~~Any becosts ~~affected~~incurred bywith ~~changing~~respect ~~economic~~to ~~conditions,~~evaluation ~~customer~~of ~~requirements~~a orprospective ~~technical~~business ~~developments.~~combination ~~We cannot assure you~~ that, ~~subsequent~~is tonot aultimately ~~business~~completed ~~combination, we~~ will ~~have~~result ~~the~~in ~~resources~~a loss to ~~compete effectively~~us.

~~Acquisition Structure~~Competition

ItIn isidentifying, ~~impossible~~evaluating toand ~~predict~~selecting ~~the~~a ~~manner~~target inbusiness, ~~which~~we ~~the~~may ~~Company~~encounter ~~may~~intense ~~participate~~competition infrom other entities having a business ~~opportunity~~objective similar to ours. ~~Specific~~There ~~business~~are ~~opportunities~~numerous ~~will~~“public beshell” ~~reviewed~~companies aseither ~~well~~actively asor ~~the~~passively ~~respective~~seeking ~~needs~~operating ~~and~~businesses ~~desires~~with ofwhich ~~the~~to ~~Company~~merge ~~and~~in ~~the~~addition ~~promoters~~to a large number of ~~the~~“blank ~~opportunity~~check” companies formed and capitalized specifically to acquire operating businesses. Additionally, ~~upon~~we ~~the~~are ~~basis~~subject ofto ~~that~~competition ~~review~~from ~~and~~other companies looking to expand their operations through the ~~relative~~acquisition ~~negotiating~~of ~~strength~~a target business. Many of ~~the~~these ~~Company~~entities are well established and ~~such~~have ~~promoters,~~extensive ~~the~~experience ~~legal~~identifying ~~structure~~and effecting business combinations directly or ~~method~~through ~~deemed~~affiliates. byMany ~~management~~of tothese becompetitors ~~suitable~~possess greater technical, human and other resources than us and our financial resources will be ~~selected~~relatively limited when contrasted with those of many of these competitors. ~~Such~~Our ~~structure~~ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses.

5Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.

~~include,~~If ~~but~~we issucceed ~~not~~in ~~limited~~effecting toa ~~leases~~business combination, ~~purchase~~there ~~and~~will ~~sale agreements~~be, ~~licenses~~in all likelihood, ~~joint~~intense ~~ventures~~competition ~~and~~from ~~other~~competitors ~~contractual~~of ~~arrangements~~the target business. ~~The~~Many ~~Company~~of ~~may~~our ~~act~~target ~~directly~~business’ orcompetitors ~~indirectly~~are ~~through~~likely anto ~~interest~~be insignificantly alarger ~~partnership,~~and ~~corporation~~have orfar greater financial and other ~~form~~resources ofthan ~~organization~~we will. ~~Implementing~~Some ~~such~~of ~~structure~~these competitors may ~~require~~be ~~the~~divisions ~~merger, consolidation~~ or ~~reorganization~~subsidiaries of ~~the~~large, ~~Company~~diversified ~~with~~companies ~~other~~that ~~corporations~~have oraccess ~~forms~~to financial resources of their respective parent companies. Our target business ~~organization,~~may ~~and~~not ~~although~~be itable isto ~~likely,~~compete ~~there~~effectively iswith nothese ~~assurance~~companies ~~that~~or ~~the~~maintain ~~Company~~them ~~would~~as becustomers ~~the~~while ~~surviving~~competing ~~entity~~with them on other projects. In addition, ~~the~~it ~~present~~is ~~management,~~likely ~~board~~that ofour ~~directors~~target ~~and~~business ~~stockholders~~will offace ~~the~~significant ~~Company~~competition ~~most~~from ~~likely~~smaller ~~will~~companies ~~not~~that have ~~control~~specialized ofcapabilities ain ~~majority~~similar ofareas. ~~the~~We ~~voting~~cannot ~~shares~~accurately ofpredict ~~the~~how ~~Company~~our ~~following~~target abusiness’ ~~reorganization~~competitive ~~transaction.~~position Asmay ~~part~~be ofaffected ~~such~~by achanging ~~transaction~~economic conditions, ~~the~~customer ~~Company’s~~requirements ~~existing~~or ~~management~~technical ~~and~~developments. ~~directors~~We ~~may~~cannot ~~resign~~assure ~~and~~you ~~new~~that, ~~management~~subsequent ~~and~~to ~~directors~~a ~~may~~business becombination, ~~appointed~~we ~~without~~will ~~any~~have ~~vote~~the byresources ~~stockholders.~~to compete effectively.

ItAcquisition is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the principal shareholders. The Company does not intend to supply disclosure to shareholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business combination involves a change in majority of directors of the Company, the Company will file and provide to shareholders a Schedule 14F-1, which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. This Form 8-K will include complete disclosure of the target company, including audited financial statements.Structure

It is ~~anticipated~~impossible ~~that~~to ~~any~~predict ~~new~~the ~~securities~~manner ~~issued~~ in ~~any~~which ~~reorganization~~the ~~would~~Company bemay ~~issued~~participate in ~~reliance~~a ~~upon~~business ~~exemptions,~~opportunity. ifSpecific ~~any~~business ~~are~~opportunities ~~available,~~will ~~from~~be ~~registration~~reviewed ~~under~~as ~~applicable~~well ~~federal~~as ~~and~~the ~~state~~respective ~~securities~~needs ~~laws.~~and Indesires ~~some circumstances, however, as a negotiated element~~ of the ~~transaction, the~~ Company ~~may~~and ~~agree~~the topromoters ~~register~~of ~~such securities either at~~ the ~~time~~opportunity ~~the transaction is consummated~~and, orupon ~~under~~the ~~certain~~basis ~~conditions~~of orthat atreview ~~specified~~and ~~times~~the ~~thereafter.~~relative ~~The~~negotiating ~~issuance~~strength of ~~substantial~~the ~~additional~~Company ~~securities~~ and ~~their~~such ~~potential~~promoters, ~~sale~~the ~~into~~legal ~~any~~structure ~~trading~~or ~~market~~method ~~that~~deemed ~~might~~by ~~develop~~management into ~~the~~be ~~Company’s~~suitable ~~securities~~will ~~may~~be ~~have~~selected. aSuch ~~depressive~~structure ~~effect~~may ~~upon such market.~~

The present majority stockholder of the Company will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, the Registrant's sole director may resign and one or more new directors may be appointed by our majority stockholder.5

Ininclude, ~~the~~but ~~case~~is ofnot anlimited ~~acquisition~~to leases, ~~the~~purchase ~~transaction~~and ~~may~~sale beagreements, ~~accomplished~~licenses, ~~upon~~joint ~~the~~ventures ~~sole~~and ~~determination~~other ofcontractual ~~management~~arrangements. ~~with~~The ~~the~~Company ~~consent~~may ofact ~~our~~directly ~~majority~~or ~~stockholder.~~indirectly Inthrough ~~the~~an ~~case~~interest ofin a ~~statutory~~partnership, ~~merger~~corporation or other form of organization. Implementing such structure may require the merger, consolidation ~~directly~~or ~~involving~~reorganization of the Company with other corporations or forms of business organization, and although it ~~will~~is likely, bethere ~~necessary~~is tono ~~call~~assurance athat ~~stockholders'~~the ~~meeting~~Company ~~and~~would ~~obtain~~be the ~~approval~~surviving ofentity. In addition, the ~~holders~~present management, board of adirectors ~~majority~~and stockholders of the ~~outstanding~~Company ~~securities.~~most ~~The~~likely ~~necessity~~will tonot ~~obtain~~have ~~such~~control ~~stockholder~~of ~~approval~~a ~~may~~majority ~~result~~of inthe ~~delay~~voting ~~and~~shares ~~additional~~of ~~expense in~~ the ~~consummation~~Company offollowing ~~any~~a ~~proposed~~reorganization transaction. ~~and~~As ~~will~~part ~~also~~of ~~give~~such ~~rise~~a totransaction, ~~certain~~the ~~appraisal~~Company’s ~~rights~~existing tomanagement ~~dissenting~~and ~~stockholders.~~directors ~~Most~~may ~~likely,~~resign ~~management~~and ~~will~~new ~~seek~~management toand ~~structure~~directors ~~any~~may ~~such~~be ~~transaction~~appointed sowithout asany ~~not~~vote toby ~~require stockholder approval~~stockholders.

~~The~~It is likely that the Company will ~~participate~~acquire its participation in a business opportunity ~~only~~through ~~after~~ the ~~negotiation~~issuance ~~and~~of ~~execution~~Common ofStock aor ~~written~~other ~~agreement~~securities of the Company. Although the terms of any such ~~agreement~~transaction cannot be predicted, ~~generally~~it ~~such~~should be noted that in certain circumstances the criteria for determining whether or not an ~~agreement~~acquisition ~~would~~is ~~require~~a ~~specific~~so-called ~~representations~~“tax ~~and~~free” ~~warranties~~reorganization byunder ~~all~~the Internal Revenue Code of 1986, depends upon the ~~parties~~issuance ~~thereto,~~to ~~specify~~the ~~certain~~stockholders ~~events~~of the acquired company of ~~default~~a controlling interest (i.e. 80% or more) of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, ~~detail~~the Company’s current stockholders would retain in the ~~terms~~aggregate 20% or less of ~~closing~~the total issued and outstanding shares. This could result in substantial additional dilution in the ~~conditions~~equity ~~which~~of ~~must~~those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might also be ~~satisfied~~done bysimultaneously ~~each~~with a sale or transfer of shares representing a controlling interest in the ~~parties~~Company ~~thereto~~by the principal shareholders. The Company does not intend to supply disclosure to shareholders concerning a target company prior to ~~such~~the ~~closing~~consummation of a business combination transaction, ~~outline~~unless required by applicable law or regulation. In the ~~manner~~event a proposed business combination involves a change in majority of ~~bearing~~directors ~~costs~~of ifthe Company, the ~~transaction~~Company iswill ~~not~~file ~~closed,~~and ~~set~~provide ~~forth~~to ~~remedies~~shareholders ~~upon~~a ~~default~~Schedule 14F-1, ~~and~~which shall include, ~~miscellaneous~~information ~~other~~concerning ~~terms~~the ~~normally~~target ~~found~~company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in anthe ~~agreement~~Company ceasing to be a shell company. This Form 8-K will include complete disclosure of ~~that~~the ~~type~~target company, including audited financial statements.

It is anticipated that ~~the~~any ~~investigation~~new ofsecurities ~~specific~~issued ~~business~~in ~~opportunities~~any ~~and~~reorganization ~~the~~would ~~negotiation,~~be ~~drafting~~issued ~~and~~in ~~execution~~reliance ofupon ~~relevant agreements~~exemptions, ~~disclosure~~if ~~documents~~any ~~and~~are ~~other~~available, ~~instruments~~from ~~will~~registration ~~require~~under ~~substantial~~applicable ~~costs~~federal ~~for~~and ~~accountants,~~state ~~attorneys~~securities ~~and others~~laws. IfIn asome ~~decision~~circumstances, ishowever, ~~made~~as ~~not~~a tonegotiated ~~participate~~element inof athe ~~specific business opportunity~~transaction, the ~~costs~~Company ~~theretofore~~may ~~incurred~~agree into ~~the~~register ~~related~~such ~~investigation~~securities ~~might~~either ~~not~~at bethe ~~recoverable.~~time ~~Moreover,~~the ~~because~~transaction ~~many~~is ~~providers~~consummated, ofor ~~goods~~under ~~and~~certain ~~services~~conditions ~~require~~or ~~compensation~~ at ~~the~~specified ~~time~~times orthereafter. ~~soon~~The ~~after~~issuance ~~the~~of ~~goods~~substantial ~~and~~additional ~~services~~securities ~~are~~and ~~provided,~~their ~~the~~potential ~~inability~~sale ofinto ~~the~~any ~~Company~~trading tomarket ~~pay~~that ~~until~~might andevelop ~~indeterminate~~in ~~future~~the ~~time~~Company’s securities may ~~make~~have ita ~~impossible~~depressive toeffect ~~procure~~upon such ~~goods and services~~market.

6The present majority stockholder of the Company will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, the Registrant's sole director may resign and one or more new directors may be appointed by our majority stockholder.

~~The~~In ~~Company~~the ~~intends~~case toof ~~search~~an ~~for~~acquisition, athe ~~target~~transaction ~~for~~may abe ~~business~~accomplished ~~combination~~upon bythe ~~contacting~~sole ~~various~~determination ~~sources~~of ~~including,~~management ~~but~~with ~~not~~the ~~limited~~consent ~~to,~~of our ~~affiliates,~~majority ~~lenders, investment banking firms, private equity funds, consultants and attorneys~~stockholder. ~~The~~In ~~approximate~~the ~~number~~case of ~~persons~~a orstatutory ~~entities~~merger ~~that~~or ~~will~~consolidation bedirectly ~~contacted~~involving isthe ~~unknown~~Company, ~~and~~it ~~dependent~~will onlikely ~~whether~~be ~~any~~necessary ~~opportunities~~to ~~are~~call ~~presented~~a bystockholders' ~~the~~meeting ~~sources~~and ~~that~~obtain ~~we contact. It is anticipated that~~ the ~~investigation~~approval of ~~specific business opportunities and~~ the ~~negotiation,~~holders ~~drafting~~of ~~and~~a ~~execution~~majority of ~~relevant~~the ~~agreements,~~outstanding ~~disclosure~~securities. ~~documents~~The ~~and~~necessity ~~other~~to ~~instruments~~obtain ~~will~~such ~~require~~stockholder ~~substantial~~approval ~~management~~may ~~time~~result ~~and~~in ~~attention~~delay and ~~substantial~~additional ~~cost~~expense ~~for accountants, attorneys and others. If a decision is made not to participate~~ in ~~a specific business opportunity,~~ the ~~costs~~consummation ~~theretofore~~of ~~incurred~~any inproposed ~~the~~transaction ~~related~~and ~~investigation~~will ~~might~~also ~~not~~give berise ~~recoverable.~~to ~~Furthermore,~~certain ~~even~~appraisal ifrights anto ~~agreement~~dissenting isstockholders. ~~reached~~Most ~~for the participation in a specific business opportunity~~likely, ~~the~~management ~~failure~~will seek to ~~consummate~~structure ~~that~~any such transaction ~~may~~so ~~result~~as innot ~~the loss~~ to ~~the~~require ~~Registrant~~stockholder ~~of the related costs incurred~~approval.

WeThe ~~presently~~Company ~~have~~will noparticipate ~~employees~~in ~~apart~~a ~~from~~business ~~our~~opportunity ~~management.~~only ~~Our~~after ~~sole~~the ~~officer~~negotiation and ~~our~~execution ~~director~~of ~~each~~a ~~are~~written ~~engaged in outside business activities~~agreement. ~~Our~~ ~~sole~~Although ~~officer and director anticipates that he will devote very limited time to our business until~~ the ~~acquisition~~terms of asuch ~~successful~~agreement ~~business~~cannot ~~opportunity~~be ~~has~~predicted, ~~been~~generally ~~identified.~~such ~~The~~an ~~specific~~agreement ~~amount~~would ofrequire ~~time~~specific ~~that~~representations ~~management~~and ~~will~~warranties ~~devote~~by toall of the ~~Company~~parties ~~may~~thereto, ~~vary~~specify ~~from~~certain ~~week~~events toof ~~week or even day to day~~default, ~~and~~detail ~~therefore~~ the ~~specific~~terms ~~amount~~ of ~~time~~closing ~~that~~and ~~management will devote to~~ the ~~Company~~conditions onwhich amust ~~weekly basis cannot~~ be ~~ascertained~~satisfied ~~with~~by ~~any~~each ~~level~~ of ~~certainty. In~~the ~~all~~parties ~~cases,~~thereto ~~management~~prior ~~intends~~ to ~~spend~~such asclosing, ~~much~~outline ~~time~~the asmanner isof ~~necessary~~bearing tocosts ~~exercise~~if ~~its fiduciary duties as officer and director of~~ the ~~Company.~~transaction Weis ~~expect~~not noclosed, ~~significant~~set ~~changes~~forth inremedies ~~the~~upon ~~number~~default, ofand ~~our~~include ~~employees~~miscellaneous other ~~than~~terms ~~such~~normally ~~changes,~~found ifin ~~any,~~an ~~incident~~agreement toof athat ~~business combination~~type.

~~Corporate~~It ~~Information~~is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure such goods and services.

~~Our current administrative office is located at: R24 Flat C 5/F, Wah Mow Factory Building, 5-7 Ng Fong Street, San Po Kang, Kowloon, Hong Kong; and our phone number is +852 6519 7111.~~ 6

~~Investment~~The Company ~~Act~~intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and ~~Other~~attorneys. ~~Regulations~~The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

~~The~~We ~~Company~~presently ~~may~~have ~~participate~~no employees apart from our management. Our sole officer and our director each are engaged in aoutside business ~~opportunity~~activities. Our bysole ~~purchasing,~~officer ~~trading~~and ordirector ~~selling~~anticipates that he will devote very limited time to our business until the ~~securities~~acquisition of ~~such~~a successful business opportunity has been identified. The specific amount of time that management will devote to the Company ~~does~~may ~~not,~~vary ~~however,~~from ~~intend~~week to ~~engage~~week ~~primarily~~or ineven ~~such~~day ~~activities.~~to ~~Specifically~~day, and therefore the ~~Company~~specific ~~intends~~amount toof ~~conduct~~time ~~its~~that ~~activities~~management sowill asdevote to ~~avoid~~the ~~being~~Company ~~classified~~on asa anweekly ~~“investment~~basis ~~company”~~cannot ~~under~~be ~~the~~ascertained ~~Investment~~with ~~Company~~any ~~Act~~level of ~~1940~~certainty. In ~~(the~~all ~~“Investment Act”)~~cases, ~~and~~management ~~therefore~~intends to ~~avoid~~spend ~~application~~as much time as is necessary to exercise its fiduciary duties as officer and director of the ~~costly~~Company. ~~and~~We ~~restrictive~~expect ~~registration~~no ~~and~~significant ~~other~~changes ~~provisions~~in the number of ~~the~~our ~~Investment~~employees ~~Act~~other than such changes, ~~and~~if ~~the~~any, ~~regulations~~incident ~~promulgated~~to ~~thereunder~~a business combination.

~~Section~~Corporate 3(a) of the Investment Act contains the definition of an “investment company,” and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading “investment securities” (defined as “all securities other than government securities or securities of majority-owned subsidiaries”) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). The Company intends to implement its business plan in a manner which will result in the availability of this exception from the definition of “Investment Company.” Consequently, the Company’s participation in a business or opportunity through the purchase and sale of investment securities will be limited.Information

~~The~~Our ~~Company’s~~current ~~plan~~administrative ofoffice ~~business~~is ~~may~~located ~~involve~~at: ~~changes~~903 inDannies ~~its~~Hse ~~capital structure~~20, Luard ~~management~~Rd, ~~control~~Wan ~~and business~~Chai, Hong ~~especially~~Kong; ifand itour ~~consummates~~phone anumber ~~reorganization as discussed above. Each of these areas~~ is ~~regulated~~+852 by6519 ~~the Investment Act, in order to protect purchasers of investment company securities~~7111. ~~Since the Company will not register as an investment company, stockholders will not be afforded these protections.~~

~~Any~~Investment ~~securities which the~~ Company ~~might acquire in exchange for its Common Stock are expected to be “restricted securities” within the meaning of the Securities~~ Act ~~of 1933, as amended (the “Act”). If the Company elects to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the U. S. Securities~~ and ~~Exchange~~Other Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale. Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, the Company would be required to comply with the provisions of the Act to effect such resale. Regulations

AnThe ~~acquisition~~Company ~~made~~may participate in a business opportunity by purchasing, trading or selling the securities of such business. The Company ~~may~~does benot, however, intend to engage primarily in such activities. Specifically, the Company intends to conduct its activities so as to avoid being classified as an ~~industry~~“investment ~~which~~company” isunder ~~regulated~~the orInvestment ~~licensed~~Company byAct ~~federal~~of 1940 (the “Investment Act”), ~~state~~and ortherefore ~~local~~to ~~authorities.~~avoid ~~Compliance~~application ~~with~~of ~~such~~the ~~regulations~~costly ~~can~~and berestrictive ~~expected~~registration toand beother aprovisions ~~time-consuming~~of the Investment Act, and ~~expensive~~the ~~process~~regulations promulgated thereunder.

7Section 3(a) of the Investment Act contains the definition of an “investment company,” and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading “investment securities” (defined as “all securities other than government securities or securities of majority-owned subsidiaries”) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). The Company intends to implement its business plan in a manner which will result in the availability of this exception from the definition of “Investment Company.” Consequently, the Company’s participation in a business or opportunity through the purchase and sale of investment securities will be limited.

~~Item~~ The 1ACompany’s plan of business may involve changes in its capital structure, management, control and business, especially if it consummates a reorganization as discussed above. ~~Risk~~Each ~~Factors~~of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since the Company will not register as an investment company, stockholders will not be afforded these protections.

AsAny asecurities ~~“smaller~~which ~~reporting~~the ~~company”~~Company asmight ~~defined~~acquire byin ~~Rule~~exchange ~~12b-2~~for its Common Stock are expected to be “restricted securities” within the meaning of the ~~Exchange~~Securities Act of 1933, as amended (the “Act”). If the Company elects to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the U. S. Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale. Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, the Company would be required to ~~provide~~comply ~~this~~with ~~information~~the provisions of the Act to effect such resale.

~~Item~~An 1Bacquisition made by the Company may be in an industry which is regulated or licensed by federal, state or local authorities. ~~Unresolved~~Compliance ~~Staff~~with ~~Comments~~such regulations can be expected to be a time-consuming and expensive process.

~~None.~~7

Item 21A. ~~Properties~~Risk Factors.

~~The~~As ~~Company~~a ~~neither~~“smaller ~~rents~~reporting ~~nor~~company” ~~owns~~as ~~any~~defined ~~properties.~~by ~~The~~Rule ~~Company~~12b-2 ~~utilizes~~of the ~~office~~Exchange ~~space~~Act, ~~and equipment of its management at no charge and management of~~ the Company ~~determined~~is itnot torequired ~~be immaterial. The Company currently has no policy with respect~~ to ~~investments~~provide orthis ~~interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities~~information.

Item 31B. ~~Legal~~Unresolved ~~Proceedings~~Staff Comments.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material 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 is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against itNone.

Item 42. ~~Mine Safety Disclosures~~Properties.

~~None~~The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no charge and management of the Company determined it to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

~~PART~~Item II3. Legal Proceedings.

~~Item~~There 5.are ~~Market~~presently ~~for~~no ~~Registrant’s~~pending ~~Common~~legal ~~Equity~~proceedings to which the Company or any of its property is subject, ~~Related~~or ~~Stockholder~~any ~~Matters~~material ~~and~~proceedings ~~Issuer~~to ~~Purchases~~which any director, officer or affiliate of ~~Equity~~the ~~Securities~~Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.

~~Market~~Item ~~Information~~4. Mine Safety Disclosures.

~~Our common stock currently began trading on the OTC Markets QB platform under the symbol "TRFX" on July 22, 2016~~None. On December 28, 2017, our symbol changed to “SWGI.” The table below sets forth, for the fiscal quarters indicated, the high and low bid prices per share of our common stock as reflected on the OTC-QB. The quotations represent inter-dealer prices without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

Quarterly Period	High		Low
Fiscal year ended September 30, 2017
First Quarter		2.00		2.00
Second Quarter		2.00		2.00
Third Quarter		2.00		2.00
Fourth Quarter		2.00		2.00
Fiscal year ended September 30, 2016:
First Quarter		2.00		2.00

PART II

8Market Information

~~Number~~Our common stock currently began trading on the OTC Markets QB platform under the symbol "TRFX" on July 22, 2016. On December 28, 2017, our symbol changed to “SWGI.” The table below sets forth, for the fiscal quarters indicated, the high and low bid prices per share of ~~Holders~~our common stock as reflected on the OTC-QB. The quotations represent inter-dealer prices without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

As of September 30, 2017, the 29,737,000 issued and outstanding shares of common stock were held by a total of 8 shareholders of record.


	High		Low
Fiscal year ended September 30, 2017
First Quarter		2.00		2.00
Second Quarter		2.00		2.00
Third Quarter		1.70		1.70
Fourth Quarter		1.00		1.00
Fiscal year ended September 30, 2018
First Quarter		1.00		1.00
Second Quarter		1.00		1.00
Third Quarter		1.00		0.95
Fourth Quarter		1.00		1.00
Fiscal year ended September 30, 2019:
First Quarter		1.00		0.51

~~Recent~~The ~~Sales~~OTC-QB ofis ~~Unregistered~~a ~~Securities~~quotation system and not a national securities exchange, and many companies have experienced limited liquidity when traded through this quotation system. Any trading has been sporadic and there has been no meaningful trading volume. Any investment in our Company should be considered extremely risky as we are a “shell company,” as defined under the Exchange Act, with no business operations and no revenues.

~~None.~~8

~~Dividend~~Number ~~Policy~~of Holders

~~The~~As ~~Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment~~ of ~~dividends~~September 30, ~~if any~~2018, ~~is within~~ the ~~discretion of the Board of Directors and will depend on the Company’s earnings~~29, ~~if any~~737,000 ~~its~~issued ~~capital requirements~~ and ~~financial~~outstanding ~~condition~~shares ~~and~~of ~~such~~common ~~other~~stock ~~factors~~were asheld ~~the~~by ~~Board~~a total of ~~Directors~~8 ~~may~~shareholders ~~consider~~of record.

~~Securities~~Recent ~~Authorized~~Sales ~~for~~of ~~Issuance~~Unregistered ~~under Equity Compensation Plans~~Securities

~~The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock~~None. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

~~Recent~~Dividend ~~Sales of Unregistered Securities~~Policy

~~None~~The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

~~Item~~Securities 6.Authorized ~~Selected~~for ~~Financial~~Issuance ~~Data.~~under Equity Compensation Plans

AsThe aCompany ~~“smaller~~does ~~reporting~~not ~~company”~~have asany ~~defined~~equity bycompensation ~~Rule~~plans ~~12b-2~~or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the ~~Exchange~~discretion ~~Act~~of our Board of Directors, which has the ~~Company~~power isto ~~not~~issue ~~required~~any toor ~~provide~~all ~~this~~of ~~information~~our authorized but unissued shares without stockholder approval.

~~Item~~Recent 7.Sales ~~Management’s Discussion and Analysis~~ of ~~Financial~~Unregistered ~~Condition and Results of Operations.~~Securities

~~You should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report~~None. ~~This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.~~

~~Forward~~Item ~~Looking~~6. ~~Statements~~Selected Financial Data.

~~Some~~As ofa ~~the~~“smaller ~~information~~reporting incompany” ~~this~~as ~~section~~defined ~~contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements~~ by ~~forward~~Rule 12b-~~looking~~2 ~~words~~of ~~such~~the asExchange ~~"may~~Act," ~~"will,"~~the ~~"expect,"~~Company ~~"anticipate,"~~is ~~"believe,"~~not ~~"estimate"~~required ~~and~~to ~~"continue,"~~provide orthis ~~similar words~~information. ~~You should read statements that contain these words carefully because they:~~

●Item ~~discuss~~7. ~~our~~Management’s ~~future~~Discussion ~~expectations;~~and ●Analysis ~~contain projections~~ of ~~our~~Financial ~~future~~Condition ~~results~~and ofResults ~~operations or~~ of ~~our financial condition; and ● state other "forward-looking" information~~Operations.

WeYou ~~believe~~should itread isthe ~~important~~following todiscussion ~~communicate~~together with our ~~expectations.~~financial ~~However,~~statements ~~there~~and ~~may~~the berelated ~~events~~notes inincluded ~~the~~elsewhere ~~future~~in ~~that~~this weAnnual ~~are~~Report. ~~not~~This ~~able~~discussion tocontains ~~accurately~~forward-looking ~~predict~~statements, ~~or over~~ which weinvolve ~~have~~risks noand ~~control~~uncertainties. Our actual results ~~and~~may ~~the timing of certain events could~~ differ materially from those ~~anticipated~~we incurrently ~~these~~anticipate ~~forward-looking statements~~ as a result of ~~certain~~many factors.

9Forward Looking Statements

~~Plan~~Some of ~~Operations~~the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

~~The~~● ~~Company~~discuss isour afuture ~~shell~~expectations; ~~company~~● ascontain ~~defined~~projections ~~in Rule 12b-2~~ of ~~the~~our ~~Exchange~~future ~~Act.~~results ~~Our~~of ~~principal~~operations ~~business~~or ~~objective~~of ~~for~~our ~~the~~financial ~~next~~condition; ~~12 months~~ and ~~beyond~~● ~~such~~state ~~time~~other ~~will be to achieve long~~"forward-~~term~~looking" ~~growth potential through a combination with a business rather than immediate, short-term earnings~~information. ~~The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.~~

~~The~~We ~~Company~~believe ~~currently~~it ~~does~~is ~~not~~important ~~engage~~to incommunicate ~~any~~our ~~business~~expectations. ~~activities~~However, there may be events in the future that ~~provide~~we ~~cash~~are ~~flow~~not able to accurately predict or over which we have no control. ~~During~~ Our actual results and the ~~next~~timing ~~twelve~~of ~~months~~certain weevents ~~anticipate~~could ~~incurring~~differ ~~costs~~materially ~~related~~from ~~to:~~those anticipated in these forward-looking statements as a result of certain factors.

~~(i) filing Exchange Act reports, and~~9

~~(ii) investigating,~~Plan ~~analyzing~~of ~~and~~Operations ~~consummating an acquisition.~~

WeThe ~~believe~~Company weis ~~will~~a beshell ~~able~~company ~~to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts,~~ as ~~necessary,~~defined ~~to be loaned to or invested~~ in usRule by12b-2 ~~our stockholders, management or other investors. As~~ of the ~~date~~Exchange ofAct. ~~the~~Our ~~period~~principal ~~covered~~business byobjective ~~this~~for ~~report,~~ the ~~Company~~next ~~has~~12 $0months inand ~~cash.~~beyond ~~There~~such ~~are~~time ~~no assurances that the Company~~ will be ~~able~~ to ~~secure~~achieve ~~any~~long-term ~~additional~~growth ~~funding~~potential asthrough ~~needed.~~a ~~Currently,~~combination ~~however~~with ~~our ability to continue as~~ a ~~going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal~~ business ~~operations~~rather ~~when~~than ~~they~~immediate, ~~come~~short-term ~~due~~earnings. ~~Our~~The ~~ability~~Company towill ~~continue~~not asrestrict ~~a going concern is also dependent on~~ our ~~ability~~potential tocandidate ~~find a suitable~~ target ~~company~~companies ~~and~~to ~~enter~~any ~~into~~specific abusiness, ~~possible~~industry ~~reverse~~or ~~merger~~geographical ~~with~~location ~~such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction~~ and~~/or~~, ~~related~~thus, ~~party~~may ~~advances;~~acquire ~~however~~any ~~there~~type ~~is no assurance~~ of ~~additional funding being available~~business.

The Company ~~may~~currently ~~consider~~does ~~acquiring~~not aengage ~~business which has recently commenced operations, is a developing company~~ in ~~need~~any ~~of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established~~ business ~~which~~activities ~~may~~that beprovide ~~experiencing~~cash ~~financial or operating difficulties and is in need of additional capital~~flow. During In the ~~alternative,~~next atwelve ~~business~~months ~~combination~~we ~~may~~anticipate ~~involve~~incurring ~~the~~costs ~~acquisition~~related ~~of, or merger with, a company which does not need substantial additional capital but which desires~~ to ~~establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.~~:

~~Our~~(i) filing ~~management~~Exchange ~~has~~Act not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growthreports, ~~including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business~~ and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We(ii) investigating, ~~will~~analyzing not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and ~~Exchange~~consummating ~~Commission~~an ~~upon consummation of a merger or~~ acquisition~~, as well as our audited financial statements included in our annual report on Form 10-K~~. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

10We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $0 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available.

AThe Company may consider acquiring a business ~~combination~~which ~~with~~has recently commenced operations, is a ~~target~~developing ~~business~~company ~~will~~in ~~normally~~need ~~involve~~of ~~the~~additional ~~transfer~~funds for expansion into new products or markets, is seeking to ~~the~~develop ~~target~~a new product or service, or is an established business ofwhich ~~the~~may ~~majority~~be ofexperiencing ~~our~~financial ~~common~~or ~~stock,~~operating difficulties and ~~the~~is ~~substitution~~in byneed of additional capital. In the ~~target~~alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its ~~own~~shares ~~management~~while avoiding, among other things, the time delays, significant expense, and ~~board~~loss of ~~directors~~voting control which may occur in a public offering.

~~The~~Our ~~Company~~management ~~anticipates~~has ~~that~~not ~~the~~entered ~~selection~~into ofany agreements with any party regarding a business combination. ~~will~~Any betarget ~~complex~~business ~~and~~that ~~extremely~~is ~~risky.~~selected ~~Because~~may ofbe ~~general~~a ~~economic~~financially ~~conditions,~~unstable ~~rapid~~company ~~technological~~or ~~advances~~an ~~being~~entity ~~made~~ in ~~some~~its ~~industries~~early ~~and~~stages ~~shortages~~ of ~~available~~development ~~capital~~or growth, ~~our~~including ~~management~~entities ~~believes~~without ~~that~~established ~~there~~records ~~are~~of ~~numerous~~sales ~~firms~~or ~~seeking~~earnings. ~~even~~In ~~the~~that ~~limited~~event, ~~additional~~we ~~capital~~will ~~which~~be wesubject ~~will~~to ~~have~~numerous ~~and/or~~risks inherent in the ~~perceived~~business ~~benefits~~and operations of ~~becoming~~financially aunstable ~~publicly~~and ~~traded~~early ~~corporation.~~stage ~~Such~~or ~~perceived~~potential ~~benefits~~emerging ofgrowth ~~becoming~~companies. aIn ~~publicly~~addition, ~~traded~~we ~~corporation~~may ~~include,~~effect ~~among~~a ~~other~~business ~~things,~~combination ~~facilitating~~with oran ~~improving~~entity ~~the~~in ~~terms~~an onindustry ~~which~~characterized ~~additional~~by ~~equity~~a ~~financing~~high ~~may~~level beof ~~obtained~~risk, ~~providing~~and, ~~liquidity~~although ~~for~~our ~~the~~management ~~principals~~will ofendeavor ~~and~~to ~~investors~~evaluate the risks inherent in a particular target business, ~~creating~~there acan ~~means~~be ~~for~~no ~~providing~~assurance ~~incentive~~that ~~stock~~we ~~options~~will properly ascertain or ~~similar~~assess ~~benefits~~all significant risks. Our management anticipates that it will likely be able to ~~key~~effect ~~employees~~only one business combination, due primarily to our limited financing and ~~offering~~the ~~greater~~dilution ~~flexibility~~of ininterest ~~structuring~~for ~~acquisitions~~present and prospective stockholders, ~~joint~~which ~~ventures~~is ~~and~~likely ~~the~~to ~~like~~occur ~~through~~as ~~the~~a ~~issuance~~result of ~~stock.~~our ~~Potentially~~management’s ~~available~~plan ~~business~~to ~~combinations~~offer ~~may~~a ~~occur~~controlling interest to a target business in ~~many~~order ~~different~~to ~~industries~~achieve ~~and~~a attax-free ~~various~~reorganization. ~~stages~~This lack of ~~development,~~diversification ~~all~~should ofbe ~~which~~considered ~~will~~a ~~make~~substantial ~~the~~risk ~~task~~in ofinvesting ~~comparative~~in ~~investigation~~us, ~~and~~because ~~analysis~~it ofwill ~~such~~not ~~business~~permit ~~opportunities~~us ~~extremely~~to ~~difficult~~offset ~~and~~potential ~~complex~~losses from one venture against gains from another.

We dowill not ~~currently~~acquire ~~intend~~or tomerge ~~retain~~with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to ~~act~~all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as apart ~~“finder”~~of our Form 8-K to ~~identify~~be filed with the Securities and ~~analyze~~Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the ~~merits~~requirements of ~~potential~~the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target ~~businesses~~business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

~~Results of Operations~~10

WeA ~~(“Star~~business ~~Wealth”,~~combination ~~“the~~with ~~Company”,~~a ~~“we”,~~target ~~“us”~~business orwill ~~“our”)~~normally ~~were~~involve ~~incorporated~~the intransfer to the ~~State~~target business of ~~Nevada~~the onmajority ~~February~~of ~~26,~~our ~~2014~~common ~~to produce flyers~~stock, ~~posters~~ and ~~printing~~the ~~images~~substitution onby ~~multiple~~the ~~surfaces,~~target ~~such~~business asof ~~glass,~~its ~~leather,~~own ~~plastic,~~management ~~using~~and ~~automated~~board ~~industrial~~of ~~flatbed printing machine~~directors.

~~Effective~~The ~~March 16, 2016, a change of control occurred with respect to the~~ Company. ~~Pursuant~~anticipates tothat the ~~change~~selection of ~~control, Smart Mate Limited,~~ a ~~Republic~~business ofcombination ~~Seychelles~~will ~~company,~~be ~~acquired~~complex ~~4,000,000~~and ~~shares~~extremely ofrisky. ~~common~~Because ~~stock (or 62%~~ of ~~the~~general ~~outstanding~~economic ~~common~~conditions, ~~stock)~~rapid ~~from~~technological ~~Mr.~~advances ~~Aleksey~~being ~~Gagauz.~~made ~~(See~~in ~~“Item~~some ~~12.~~industries ~~Security~~and ~~Ownership~~shortages of ~~Certain~~available ~~Beneficial~~capital, ~~Owners~~our ~~and~~management ~~Management~~believes ~~and~~that ~~Related~~there ~~Stockholder~~are ~~Matters”~~numerous ~~below).~~firms Inseeking ~~connection~~even ~~with~~ the ~~transaction,~~limited ~~Mr.~~additional ~~Gaugaz~~capital ~~resigned~~which inwe ~~his~~will ~~officer~~have and/or ~~director~~the ~~capacity.~~perceived ~~The~~benefits ~~current sole officer and director~~ of ~~the~~becoming ~~Company~~a ispublicly ~~Chi~~traded ~~Yeuk Lau~~corporation. InSuch ~~addition,~~perceived asbenefits of ~~the~~becoming ~~date~~a ofpublicly ~~the~~traded ~~transaction~~corporation include, ~~the~~among ~~Company~~other ~~ceased~~things, ~~its~~facilitating ~~prior~~or ~~business~~improving ~~activity~~the ~~and~~terms ~~became~~on awhich ~~“shell~~additional ~~company”~~equity asfinancing ~~described~~may ~~herein.~~be Onobtained, ~~June~~providing 5,liquidity ~~2017,~~for the ~~Company~~principals of and ~~Smart~~investors ~~Mate~~in ~~Limited,~~ a ~~Seychelles~~business, ~~company~~creating ~~and~~a ~~the~~means ~~Company’s~~for ~~largest~~providing ~~shareholder~~incentive ~~(Smart~~stock ~~Mate”),~~options ~~entered~~or ~~into~~similar abenefits ~~Loan Conversion Agreement pursuant~~ to ~~Smart~~key ~~Mate~~employees, ~~converted~~and ~~its~~offering ~~outstanding~~greater ~~loans~~flexibility ~~to the Company~~ in ~~exchange~~structuring ~~for~~acquisitions, ~~common~~joint ~~stock~~ventures ofand the ~~Company.~~like Onthrough ~~June~~the 5,issuance ~~2017, a total~~ of ~~$116,485~~stock. ~~was~~Potentially ~~owed~~available tobusiness ~~the~~combinations ~~Smart~~may ~~Mate~~occur byin ~~the~~many ~~Company,~~different industries and ~~pursuant~~at tovarious ~~the~~stages ~~Loan~~of ~~Conversion Agreement~~development, ~~Smart~~all ~~Mate~~of ~~discharged~~which ~~the~~will ~~loan~~make ~~amount~~the intask ~~exchange~~of ~~for~~comparative ~~receiving~~investigation ~~23,297,000~~and ~~shares~~analysis of ~~common~~such ~~stock~~business ofopportunities ~~the~~extremely ~~Company~~difficult and complex.

~~During~~We ~~the~~do ~~year~~not ~~ended~~currently ~~September~~intend 30, 2016, the Company generated revenue of $10,100 (2015 - $0) in respect of its previous business of producing flyers, posters and printing images on multiple surfaces such as glass, leather and plastic using an automated industrial flatbed printing machine. Effective March 16, 2016 the Company ceased this prior business activity and became a shell company. As the $10,100 revenue related to aretain ~~business~~any ~~activity~~entity that has now been discontinued, it has been disclosed in the Company’s Statement Operations as part of Income (loss) from discontinued operations and further disclosed in Note 4 Discontinued Operations of the financial statements. Subsequent to ~~March~~act ~~16, 2016, the Company generated no further revenue~~ as ~~it had become~~ a ~~shell~~“finder” ~~company without operations. It is unlikely the Company will have any revenues unless it is able~~ to ~~effect~~identify anand ~~acquisition~~analyze ~~or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder~~ the ~~Company's~~merits ~~ability to continue as a going concern. The Company’s plan~~ of ~~operation~~potential ~~for~~target ~~the next twelve months is to continue its efforts to locate suitable acquisition candidates~~businesses.

~~For~~Results ~~the fiscal year ended September 30, 2017, the Company had a net loss~~ of $87,126, all of which are comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company’s periodic reports on Form 10-K and Form 10-Q. The Company has a total net loss of $44,092 for fiscal year ended September 30, 2016, which included a gain from discontinued operations of $14,803 attributable to the cessation of its printing business. Operations

11We (“Star Wealth”, “the Company”, “we”, “us” or “our”) were incorporated in the State of Nevada on February 26, 2014 to produce flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.

~~Liquidity~~Effective March 16, 2016, a change of control occurred with respect to the Company. Pursuant to the change of control, Smart Mate Limited, a Republic of Seychelles company, acquired 4,000,000 shares of common stock (or 62% of the outstanding common stock) from Mr. Aleksey Gagauz. (See “Item 12. Security Ownership of Certain Beneficial Owners and ~~Capital~~Management ~~Resources~~and Related Stockholder Matters” below). In connection with the transaction, Mr. Gaugaz resigned in his officer and director capacity. The current sole officer and director of the Company is Chi Yeuk Lau. In addition, as of the date of the transaction, the Company ceased its prior business activity and became a “shell company” as described herein. On June 5, 2017, the Company and Smart Mate Limited, a Seychelles company and the Company’s largest shareholder (Smart Mate”), entered into a Loan Conversion Agreement pursuant to Smart Mate converted its outstanding loans to the Company in exchange for common stock of the Company. On June 5, 2017, a total of $116,485 was owed to the Smart Mate by the Company, and pursuant to the Loan Conversion Agreement, Smart Mate discharged the loan amount in exchange for receiving 23,297,000 shares of common stock of the Company.

As It ofis ~~September~~unlikely ~~30, 2017,~~ the Company ~~had~~will ~~total~~have ~~assets~~any ofrevenues ~~$9,167~~unless ~~comprised~~it ~~exclusively~~is ofable ~~prepaid~~to ~~assets. This~~effect ~~compares~~an ~~with~~acquisition ~~total~~or ~~assets~~merger ofwith ~~$9,617~~an asoperating ~~of September 30~~company, ~~2016. The Company’s current liabilities as~~ of ~~September~~which ~~30,~~there ~~2017~~can ~~totaled~~be ~~$29,665~~no ~~comprised of $5,000 of accounts payable and $24,665 due to a related party~~assurance. ~~This~~It ~~compares~~is ~~with~~management's ~~total~~assertion ~~liabilities~~that ofthese ~~$59,021~~circumstances ~~comprised~~may ofhinder ~~$200~~the ofCompany's ~~accounts~~ability ~~payable and $58,821 due~~ to acontinue ~~related party,~~ as ofa ~~September~~going ~~30, 2016~~concern. The Company’s ~~can~~plan ~~provide~~of nooperation ~~assurance~~for ~~that~~the itnext ~~can~~twelve ~~continue~~months is to ~~satisfy~~continue its ~~cash~~efforts ~~requirements~~to ~~for~~locate atsuitable ~~least~~acquisition ~~the next twelve months~~candidates.

~~The~~For ~~Company’s~~the ~~working~~fiscal ~~capital~~year ~~deficit~~ended ~~as of~~ September 30, ~~2017~~2018, ~~was~~the Company had a net loss of $2061,~~498~~628, ~~compared~~all ~~with~~of ~~$49~~which are comprised of professional fees and general and administrative expenses. Professional fees include legal,~~854~~ accounting, audit, and other professional service fees incurred in ~~working~~ ~~capital~~relation ~~deficit~~to the filing of the Company’s periodic reports under the Securities Exchange act of 1934, as amended. The Company has a total net loss of $87,126 for fiscal year ended September 30, ~~2016~~2017, all of which are comprised of professional fees and general and administrative expenses.

Our financial statements reflect the fact that we do not have sufficient revenue to cover expenses. Our condition is at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. 11

~~Our~~Liquidity ~~auditors~~and ~~have~~Capital ~~issued~~Resources ~~a going concern opinion on our financial statements.~~

~~Off-Balance~~As ~~Sheet~~of ~~Arrangements~~September 30, 2018, the Company had total assets of $14,394 comprised exclusively of prepaid assets. This compares with total assets of $9,617 as of September 30, 2017. The Company’s current liabilities as of September 30, 2018 totaled $95,520 comprised of $1,011 of accounts payable and $94,509 due to a related party. This compares with total liabilities of $29,665 comprised of $5,000 of accounts payable and $24,665 due to a related party, as of September 30, 2017. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The Company ~~does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company~~’s ~~financial~~working ~~condition,~~capital ~~changes~~deficit inas ~~financial~~of ~~condition~~September 30, ~~revenues~~2018 orwas ~~expenses~~$82,126 ~~results~~compared ofwith ~~operations~~$20,498 ~~liquidity,~~in ~~capital~~working ~~expenditures or~~ capital ~~resources~~deficit ~~that~~as isof ~~material~~September to30, ~~investors~~2017.

~~Contractual~~Our ~~Obligations~~financial statements reflect the fact that we do not have sufficient revenue to cover expenses. Our condition is at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

AsOur aauditors ~~“smaller~~have ~~reporting~~issued ~~company”~~a asgoing ~~defined~~concern byopinion ~~Rule~~on ~~12b-2~~our offinancial ~~the Exchange Act, the Company is not required to provide this information~~statements.

~~SIGNIFICANT~~Off-Balance ~~ACCOUNTING~~Sheet ~~POLICIES~~Arrangements

~~Basis~~The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of ~~presentation~~operations, liquidity, capital expenditures or capital resources that is material to investors.

~~The~~Contractual ~~financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.~~Obligations

~~Accounting~~As ~~Basis~~a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

~~The~~SIGNIFICANT ~~Company~~ACCOUNTING ~~uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a September 30 fiscal year end.~~POLICIES

12Basis of presentation

~~Use~~The financial statements of ~~Estimates~~the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

~~The~~Accounting preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.Basis

~~Cash~~The Company uses the accrual basis of accounting and ~~Cash~~accounting ~~Equivalents~~principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a September 30 fiscal year end.

~~The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had no cash balances at September 30, 2016 (2015 - $254).~~12

~~Inventory~~Use of Estimates

~~Inventories~~The ~~are~~preparation ~~stated~~of atfinancial ~~the~~statements ~~lower~~in ofconformity ~~cost~~with orgenerally ~~market~~accepted ~~determined~~accounting onprinciples arequires ~~first-in,~~management ~~first~~to ~~out~~make ~~basis. Following~~estimates and assumptions that affect the ~~termination~~reported amounts of ~~all~~assets ~~its~~and ~~previous~~liabilities ~~operating~~and ~~activities~~disclosure ~~effective~~of ~~March~~contingent ~~13,~~assets ~~2016,~~and ~~the~~liabilities ~~Company~~at ~~transferred~~the ~~its~~date ~~remaining~~the ~~inventory~~financial tostatements aand ~~former~~the ~~director~~reported amount of revenues and expenses during the ~~Company~~reporting period. Actual results could differ from those estimates.

~~Fair~~Cash ~~Value~~and ofCash ~~Financial Instruments~~Equivalents

~~Fair~~The ~~value~~Company ~~measurements~~considers ~~are~~all ~~determined~~highly ~~based~~liquid oninvestments ~~the~~with assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (“ASC”) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the ~~use~~original ofmaturities ~~observable inputs and minimizes the use~~ of ~~unobservable~~three ~~inputs~~months byor ~~requiring~~less ~~that~~to ~~the most observable inputs~~ be ~~used~~cash ~~when available~~equivalents. ~~ASC~~The ~~820~~Company ~~establishes~~had ano ~~fair~~cash ~~value~~balances ~~hierarchy~~at ~~that~~September ~~prioritizes~~30, ~~the~~2018 (2017 ~~use~~- ~~of inputs used in valuation methodologies into the following three levels:~~$0).

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.Inventory

~~Level~~Inventories 2:are ~~Significant~~stated ~~other~~at ~~observable~~the ~~inputs~~lower ~~other~~of ~~than~~cost ~~Level~~or 1market ~~prices~~determined ~~such~~on asa ~~quoted~~first-in, ~~prices~~first ~~for~~out ~~similar~~basis. Following ~~assets~~the ortermination ~~liabilities;~~of ~~quoted~~all ~~prices~~its inprevious ~~markets~~operating ~~that~~activities ~~are~~effective ~~not~~March ~~active;~~13, or2016, ~~other~~the ~~inputs~~Company ~~that~~transferred ~~are~~its ~~observable~~remaining orinventory ~~can~~to bea ~~corroborated~~former bydirector ~~observable~~of ~~market~~the ~~data~~Company.

~~Level~~Fair 3:Value Significant unobservable inputs which reflect a reporting entity’s own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of ~~future~~Financial ~~earnings and cash flows used in a discounted future cash flows method.~~Instruments

AsFair ofvalue ~~September~~measurements ~~30,~~are ~~2017,~~determined ~~the~~based ~~Company’s~~on ~~financial~~the ~~instruments~~assumptions ~~consisted~~that ofmarket ~~prepaid~~participants ~~expenses,~~would ~~accounts~~use ~~payable,~~in apricing ~~loan~~an ~~and~~asset aor ~~loan~~liability. Accounting ~~due~~Standards toCodification ~~related~~(“ASC”) ~~party.~~820-10 ~~The~~establishes ~~carrying~~a ~~amount~~hierarchy offor ~~these~~inputs ~~financial~~used ~~instruments~~in ~~approximates~~measuring fair value ~~due~~that ~~either~~maximizes tothe ~~length~~use of ~~maturity~~observable orinputs ~~interest~~and ~~rates~~minimizes the use of unobservable inputs by requiring that ~~approximate~~the ~~prevailing~~most ~~market~~observable ~~rates~~inputs ~~unless~~be ~~otherwise~~used ~~disclosed~~when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in ~~these~~valuation ~~financial~~methodologies ~~statements.~~into the following three levels:

~~Fixed~~Level ~~Assets~~1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

~~Fixed~~Level ~~assets~~2: ~~are~~Significant ~~stated~~other atobservable ~~net~~inputs ~~book~~other ~~value,~~than ~~cost~~Level ~~less~~1 ~~depreciation.~~prices ~~Expenditures~~such ~~for~~as ~~maintenance~~quoted ~~and~~prices ~~repairs~~for ~~are~~similar ~~charged~~assets toor ~~expense~~liabilities; asquoted ~~incurred.~~prices ~~Additions,~~in ~~major~~markets ~~renewals and replacements~~ that ~~increase the property’s useful life~~ are ~~capitalized.~~not ~~Property~~active; ~~sold~~ or ~~retired,~~other ~~together~~inputs ~~with~~that ~~the~~are ~~related~~observable ~~accumulated depreciation is removed from the appropriated accounts and the resultant gain~~ or ~~loss~~can isbe ~~included~~corroborated inby ~~net~~observable ~~income~~market data.

~~Following~~Level ~~the~~3: ~~termination~~Significant ofunobservable ~~all~~inputs ~~its~~which ~~previous~~reflect ~~operating~~a ~~activities~~reporting ~~effective~~entity’s ~~March~~own ~~13,~~assumptions ~~2016,~~about the ~~Company~~assumptions ~~transferred~~that ~~its~~market ~~sole~~participants ~~fixed~~would use for pricing an asset or liability. For example, level 3 inputs would relate to aforecasts ~~former~~of ~~officer~~future earnings and ~~director~~cash offlows ~~the~~used ~~Company~~in a discounted future cash flows method.

~~Depreciation~~As isof ~~provided~~September ~~using~~30, 2018, the ~~straight-line~~Company’s ~~method~~financial ~~over~~instruments ~~the~~consisted ~~estimated~~of ~~useful~~prepaid ~~lives~~expenses, ofaccounts ~~the~~payable, ~~asset~~a ~~estimated~~loan atand 6a ~~years.~~loan Wedue ~~recognized~~to arelated ~~depreciation~~party. ~~expense~~The carrying amount of ~~$744~~these ~~(2016~~financial -instruments ~~$0)~~approximates ~~during~~fair ~~the~~value ~~year~~due ~~ended~~either ~~September~~to ~~30,~~length ~~2017~~of ~~which~~maturity ~~has~~or ~~been~~interest ~~included~~rates inthat ~~the~~approximate ~~results~~prevailing ~~from~~market ~~discontinued~~rates ~~activities~~unless otherwise disclosed in these financial statements.

13Fixed Assets

~~Accounting~~Fixed assets are stated at net book value, cost less depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the ~~Impairment~~property’s ofuseful ~~Long-Lived~~life ~~Assets~~are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

~~The~~Following ~~Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~termination ~~amount~~ of anall ~~asset~~its ~~may~~previous ~~not~~operating beactivities ~~recoverable.~~effective ~~Upon~~March ~~such~~13, ~~an occurrence~~2016, ~~recoverability of assets to be held and used is measured by comparing~~ the ~~carrying~~Company ~~amount~~transferred ~~of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds~~ its ~~estimated~~sole ~~future~~fixed ~~cash flows, an impairment charge is recognized by the amount by which the carrying amount of the~~ asset ~~exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down~~ to ~~fair~~a ~~value,~~former ~~less~~officer ~~cost~~and todirector ~~sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature~~ of the ~~assets. The~~ Company ~~did not record any impairment charges related to long-lived assets during years ended September 30, 2016 and 2015~~.

~~Income~~Depreciation ~~Taxes~~is provided using the straight-line method over the estimated useful lives of the asset estimated at 6 years. We did not recognize any depreciation expense during the years ended September 30, 2018 and September 30, 2017, respectively.

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.13

~~Revenue~~Accounting ~~Recognition~~for the Impairment of Long-Lived Assets

The Company ~~recognizes~~evaluates ~~revenue~~long-lived inassets ~~accordance~~for ~~with~~impairment ~~Accounting~~whenever ~~Standards~~events ~~Codification~~or ~~No.~~changes ~~605,~~in ~~“Revenue~~circumstances ~~Recognition”~~indicate ~~(“ASC-605”), ASC-605 requires~~ that ~~four~~the ~~basic~~carrying ~~criteria~~amount ~~must~~of bean ~~met~~asset ~~before~~may ~~revenue~~not ~~can~~ be ~~recognized:~~recoverable. ~~(1)~~Upon ~~persuasive~~such ~~evidence of~~ an ~~arrangement~~occurrence, ~~exists;~~recoverability ~~(2)~~of ~~delivery~~assets ~~has~~to ~~occurred;~~be ~~(3)~~held ~~the~~and ~~selling~~used ~~price~~ is ~~fixed~~measured ~~and~~by ~~determinable;~~comparing ~~and~~the ~~(4)~~carrying ~~collectability~~amount isof ~~reasonably~~an ~~assured.~~asset ~~Determination~~to offorecasted ~~criteria~~undiscounted ~~(3)~~net ~~and~~cash ~~(4)~~flows ~~are~~expected ~~based~~to onbe ~~management’s~~generated ~~judgments~~by ~~regarding~~ the ~~fixed~~asset. ~~nature~~If of the ~~selling~~carrying ~~prices~~amount of the ~~products~~asset ~~delivered~~exceeds ~~and~~its ~~the~~estimated ~~collectability~~future ofcash ~~those~~flows, ~~amounts.~~an ~~Provisions~~impairment ~~for~~charge ~~discounts~~is ~~and~~recognized ~~rebates~~by tothe ~~customers,~~amount ~~estimated~~by ~~returns~~which ~~and~~the ~~allowances,~~carrying ~~and~~amount ~~other~~of ~~adjustments~~the ~~are~~asset ~~provided~~exceeds ~~for~~the infair value of the ~~same~~asset. ~~period~~For ~~the~~long-lived ~~related~~assets ~~sales~~held for sale, assets are ~~recorded.~~written ~~The~~down ~~Company~~to ~~will~~fair ~~defer~~value, ~~any~~less ~~revenue~~cost ~~for~~to ~~which~~sell. ~~the~~Fair ~~product~~value oris ~~servicers~~determined ~~has~~based ~~not~~on ~~been~~discounted ~~delivered~~cash orflows, ~~provided~~appraised values or ismanagement's ~~subject~~estimates, todepending ~~refund~~upon ~~until~~the ~~such~~nature ~~time~~of ~~that~~ the assets. The Company ~~and~~did ~~the~~not ~~customer~~record ~~jointly~~any ~~determine~~impairment ~~that~~charges ~~the~~related ~~product~~to ~~has~~long-lived ~~been~~assets ~~delivered~~during oryears noended ~~refund~~September ~~will~~30, be2016 ~~required~~and 2015.

~~Stock-Based~~Income ~~Compensation~~Taxes

~~Stock-~~Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based ~~compensation~~on isthe ~~accounted~~differences ~~for~~between atthe ~~fair~~financial ~~value~~reporting inand ~~accordance~~tax ~~with~~bases ~~ASC~~of ~~Topic~~assets ~~718~~and liabilities and are measured using the currently enacted tax rates and laws. ToA ~~date,~~valuation allowance is provided for the ~~Company~~amount ~~has~~of ~~not~~deferred ~~adopted~~tax aassets ~~stock~~that, ~~option~~based ~~plan~~on ~~and~~available ~~has~~evidence, are not ~~granted~~expected ~~any~~to ~~stock~~be ~~options~~realized.

~~Basic~~Revenue ~~Income (Loss) Per Share~~Recognition

~~Basic~~The ~~income~~Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (~~loss~~“ASC-605”), ~~per~~ASC-605 ~~share~~requires isthat ~~calculated~~four bybasic ~~dividing~~criteria ~~the~~must ~~Company’s~~be ~~net~~met ~~loss~~before ~~applicable~~revenue tocan ~~common~~be ~~shareholders~~recognized: by(1) ~~the~~persuasive ~~weighted~~evidence ~~average~~of ~~number~~an ofarrangement ~~common~~exists; ~~shares~~(2) ~~during~~delivery has occurred; (3) the ~~period.~~selling ~~Diluted~~price ~~earnings~~is ~~per~~fixed ~~share~~and determinable; and (4) collectability is ~~calculated~~reasonably byassured. ~~dividing~~Determination ~~the~~of ~~Company’s~~criteria ~~net~~(3) ~~income~~and ~~available~~(4) toare ~~common~~based ~~shareholders~~on bymanagement’s judgments regarding the ~~diluted~~fixed ~~weighted~~nature ~~average~~of ~~number~~the selling prices of ~~shares~~the ~~outstanding~~products ~~during~~delivered and the ~~year~~collectability of those amounts. ~~The~~Provisions ~~diluted~~for ~~weighted~~discounts ~~average~~and ~~number~~rebates ofto ~~shares~~customers, ~~outstanding~~estimated isreturns ~~the~~and ~~basic~~allowances, ~~weighted~~and ~~number~~other ofadjustments ~~shares~~are ~~adjusted~~provided for ~~any~~in ~~potentially~~the ~~dilutive~~same ~~debt~~period orthe ~~equity~~related sales are recorded. ~~There~~The ~~were~~Company nowill ~~such~~defer ~~common~~any ~~stock~~revenue ~~equivalents~~for ~~issued~~which the product or ~~outstanding~~servicers ~~during~~has not been delivered or provided or is subject to refund until such time that the ~~years~~Company ~~ended~~and ~~September~~the ~~30,~~customer ~~2016~~jointly determine that the product has been delivered or ~~2015~~no refund will be required.

~~Comprehensive~~Stock-Based ~~Income~~Compensation

~~The~~Stock-based ~~Company~~compensation ~~has~~is ~~which~~accounted ~~established standards~~ for ~~reporting~~at ~~and~~fair ~~display~~value ofin ~~comprehensive~~accordance ~~income,~~with ~~its~~ASC ~~components~~Topic ~~and accumulated balances~~718. ~~When~~To ~~applicable~~date, the Company ~~would~~has ~~disclose~~not ~~this~~adopted ~~information~~a onstock ~~its~~option ~~Statement~~plan ~~of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners~~ and ~~distributions to owners. The Company~~ has not ~~had~~granted any ~~transactions~~stock ~~that are required to be reported in other comprehensive income~~options.

~~Recent~~Basic ~~Accounting~~Income ~~Pronouncements~~(Loss) Per Share

~~The~~Basic income (loss) per share is calculated by dividing the Company’s ~~does~~net ~~not~~loss ~~expect~~applicable to common shareholders by the ~~adoption~~weighted ofaverage ~~recently~~number ~~issued,~~of ~~but~~common ~~not~~shares ~~yet~~during ~~effective,~~the ~~accounting~~period. ~~pronouncements~~Diluted toearnings ~~have~~per ashare ~~significant~~is ~~impact~~calculated onby dividing the Company’s ~~results~~net income available to common shareholders by the diluted weighted average number of ~~operations,~~shares ~~financial~~outstanding ~~position~~during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or ~~cash~~equity. ~~flow~~There were no such common stock equivalents issued or outstanding during the years ended September 30, 2018 or September 30, 2017, respectively.

~~Item~~Comprehensive ~~7A. Quantitative and Qualitative Disclosures About Market Risk.~~Income

AsThe aCompany ~~“smaller~~has ~~reporting~~which ~~company”~~established asstandards ~~defined~~for byreporting ~~Rule~~and ~~12b-2~~display of ~~the~~comprehensive ~~Exchange~~income, ~~Act~~its components and accumulated balances. When applicable, the Company iswould disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any transactions that are required to ~~provide~~be ~~this~~reported ~~information~~in other comprehensive income.

14Recent Accounting Pronouncements

~~Item~~The 8.Company ~~Financial~~does ~~Statements~~not ~~and~~expect ~~Supplementary~~the ~~Data~~adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

~~Audited~~Item ~~financial~~7A. ~~statements~~Quantitative ~~begin~~and onQualitative ~~the~~Disclosures ~~following~~About ~~page~~Market ~~of this report~~Risk.

15As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

~~STAR WEALTH GROUP INC.~~ 14

~~FINANCIAL~~Item ~~STATEMENTS~~8. Financial Statements and Supplementary Data.

~~FOR~~Audited ~~THE~~financial ~~YEARS~~statements ~~ENDED~~begin ~~SEPTEMBER~~on ~~30,~~the ~~2017~~following ~~AND~~page ~~2016~~of this report.

~~Table of Contents~~15

		Page
Report of Independent Registered Public Accounting Firm		18
Balance Sheets as of September 30, 2017 and 2016		19
Statements of Operations for the years ended September 30, 2017 and 2016		20
Statement of Changes in Stockholders’ Equity (Deficit) for the years ended September 30, 2017 and 2016		21
Statements of Cash Flows for the years ended September 30, 2017 and 2016		22
Notes to Financial Statements		23

STAR WEALTH GROUP INC.

16FINANCIAL STATEMENTS

~~MICHAEL~~FOR ~~GILLESPIE~~THE &YEARS ~~ASSOCIATES~~ENDED SEPTEMBER 30, ~~PLLC~~2018 AND 2017

~~CERTIFIED~~Table ~~PUBLIC~~of ~~ACCOUNTANTS~~Contents

10544 ALTON AVE NE


		Page

Report of Independent Registered Public Accounting Firm		18

Balance Sheets as of September 30, 2018 and 2017		19

Statements of Operations for the years ended September 30, 2018 and 2017		20

Statement of Changes in Stockholders’ Equity (Deficit) for the years ended September 30, 2018 and 2017		21

Statements of Cash Flows for the years ended September 30, 2018 and 2017		22

Notes to Financial Statements		23

~~SEATTLE, WA 98125~~16

~~206.353.5736~~MICHAEL GILLESPIE & ASSOCIATES, PLLC

~~REPORT~~CERTIFIED ~~OF INDEPENDENT REGISTERED~~ PUBLIC ~~ACCOUNTING FIRM~~ ACCOUNTANTS

To10544 ~~the~~ALTON ~~Board~~AVE ~~of Directors~~NE

~~Star Wealth Group~~SEATTLE, ~~Inc.~~ WA 98125

~~Opinion on the Financial Statements~~206.353.5736

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying~~PUBLIC ~~condensed~~ACCOUNTING ~~balance~~FIRM sheets of Star Wealth Group, Inc. as of September 30, 2017 and 2016 and the related condensed statements of operations, changes in stockholder’s deficit and cash flows for the years then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2017 and 2016 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~To ~~for~~the ~~Opinion~~Board of Directors

~~These~~Star ~~financial~~Wealth ~~statements~~Group, ~~are the responsibility of the Company’s management~~Inc. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeOpinion conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the ~~effectiveness~~Financial ~~of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Statements

~~Our~~We ~~audit~~have ~~included~~audited ~~performing~~the ~~procedures~~accompanying tocondensed ~~assess~~balance ~~the~~sheets ~~risks~~ of ~~material~~Star ~~misstatement~~Wealth ofGroup, ~~the~~Inc. ~~financial~~as ~~statements~~of September 30, ~~whether~~2018 ~~due~~and to2017 ~~error~~and orthe ~~fraud~~related condensed statements of operations, ~~and~~changes ~~performing~~in ~~procedures~~stockholder’s ~~that~~deficit ~~respond~~and tocash ~~those~~flows ~~risks.~~for ~~Such~~the ~~procedures~~years ~~included~~then ~~examining~~ended, onand athe ~~test~~related ~~basis,~~notes ~~evidence~~(collectively ~~regarding~~referred ~~the~~to ~~amounts~~as ~~and~~“financial ~~disclosures~~statements”). inIn our opinion, the financial statements. ~~Our~~present ~~audit~~fairly, ~~also~~in ~~included~~all ~~evaluating~~material respects, the ~~accounting~~financial ~~principles~~position ~~used~~of ~~and~~the ~~significant~~Company ~~estimates~~as ~~made~~of bySeptember ~~management~~30, as2018 ~~well~~and as2017 ~~evaluating~~and the ~~overall~~results ~~presentation~~ of its operations and its cash flows for the ~~financial~~years ~~statements.~~then Weended, ~~believe~~in ~~that~~conformity ~~our~~with ~~audit~~accounting ~~provides~~principles agenerally ~~reasonable~~accepted ~~basis~~in ~~for~~the ~~our~~United ~~opinion~~States of America.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Opinion

/These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S/. ~~MICHAEL~~federal ~~GILLESPIE~~securities &laws ~~ASSOCIATES,~~and ~~PLLC~~the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, ~~served~~nor aswere we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s ~~auditor~~internal ~~since~~control ~~2015~~over financial reporting. Accordingly, we express no such opinion.

~~Seattle~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, ~~Washington~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~January~~The 14accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, ~~2018~~although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

17/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

18We have served as the Company’s auditor since 2015.

Star Wealth Group, Inc.
(FKA Terafox Corp.)
Condensed Balance Sheets
ASSETS
			September 30,		September 30,
			2017		2016
CURRENT ASSETS
	Cash			-		-
	Prepayments			9,167		9,167
		Total Current Assets		9,167		9,167
		TOTAL ASSETS	$	9,167	$	9,167
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$	5,000	$	200
	Loans from related parties			24,665		58,821
		Total Current Liabilities		29,665		59,021
STOCKHOLDERS' DEFICIT
	Common stock, par value $0.001; 75,000,000 shares
	authorized 29,737,000 shares issued and 6,440,000
	shares outstanding respectively.			29,737		6,440
	Additional paid-in capital			119,393		26,208
	Accumulated deficit			(169,628)		(82,502)
		Total Stockholders' Deficit	$	(20,498)	$	(49,854)

Seattle, Washington

19January 14, 2019

	TOTAL LIABILITIES AND STOCKHOLDER’S
		DEFICIT	$	9,167	$	9,167
The accompanying notes are an integral part of these condensed financial statements.


Star Wealth Group, Inc.
Balance Sheets

ASSETS

			September 30,		September 30,
			2018		2017


CURRENT ASSETS
	Prepaid expenses, net amortization			13,394		9,167

		Total Current Assets		13,394		9,167

		TOTAL ASSETS	$	13,394	$	9,167

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

	Accounts payable		$	1,011	$	5,000
	Loans from related parties			94,509		24,665

		Total Current Liabilities		95,520		29,665

STOCKHOLDERS' DEFICIT

	Common stock, par value $0.001; 75,000,000 shares
	authorized 29,737,000 shares issued and outstanding
	respectively			29,737		29,737
	Additional paid-in capital			119,393		119,393
	Accumulated deficit			(231,256)		(169,628)

		Total Stockholders' Deficit		(82,126)		(20,498)

		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT	$	13,394	$	9,167

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

2118

Star Wealth Group, Inc
(FKA Terafox Corp)
Statements of Operations
Condensed Statements of Operations
			For the Years Ended
			For the Years Ended
			September 30,
			September 30,
			2018		2017
			2017		2016
REVENUES			$	-	$	-
REVENUES			$	-	$	-
OPERATING EXPENSES
OPERATING EXPENSES
	Professional Fees			50,775		70,965
	Professional Fees			70,965		51,899
	General and administrative		$	10,853	$	16,161
	General and administrative		$	16,161	$	6,996
		Total Operating Expenses		61,628		87,126
		Total Operating Expenses		87,126		58,895
LOSS FROM OPERATIONS				(61,628)		(87,126)
LOSS FROM OPERATIONS				(87,126)		(58,895)
LOSS BEFORE INCOME TAXES				(61,628)		(87,126)
OTHER EXPENSES
PROVISION FOR INCOME TAXES				-		-
	Income (loss) from discontinued operations			-		14,803
NET LOSS			$	(61,628)	$	(87,126)
		Total Other Expenses		-		14,803
BASIC AND DILUTED LOSS PER SHARE			$	0.00	$	0.00
LOSS BEFORE INCOME TAXES				(87,126)		(44,092)
WEIGHTED AVERAGE
PROVISION FOR INCOME TAXES				-		-
NUMBER OF COMMON SHARES
NET LOSS			$	(87,126)	$	(44,092)
OUTSTANDING - BASIC AND DILUTED				29,737,000		13,890,162
BASIC AND DILUTED LOSS PER SHARE			$	0.00	$	(0.01)
The accompanying notes are an integral part of these condensed financial statements
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED				13,890,162		6,440,000
The accompanying notes are an integral part of these condensed financial statements.

2219

Star Wealth Group, Inc.
(FKA Terafox Corp)
Statements of Stockholders' Deficit
Condensed Statements of Stockholders' Deficit
						Deficit
								Total
						Accumulated		Total
				Additional		During the		Stockholders'
	Common Stock			Paid-In		~~Accumulated~~Development		Equity
	Shares	Amount		Capital		~~Development~~Stage		(Deficit)
Balance, September 30,2015	6,440,000	$	6,440	$	21,479	$	(38,410)	$	(10,491)
Forgiveness of related party loan	-		-		14,791		-		14,791
Loss on transfer of assets to related party	-		-		(10,062)		-		(10,062)
Net loss for the year ended September 30,2015	-		-		-		(44,092)		(44,092)
Balance, September 30,2016	6,440,000	$	6,440	$	26,208	$	(82,502)	$	(49,854)
Stock issued for debt	23,297,000		23,297		93,184		-		116,481
Net loss for the year September 30, 2016	-		-		-		(87,126)		(87,126)
Net loss for the year September 30, 2017	-		-		-		(87,126)		(87,126)
Balance, September 30,2017	29,737,000	$	29,737	$	119,392	$	(169,628)	$	(20,499)
Net loss for the year September 30, 2018	-		-		-		(61,628)		(61,628)
Balance, September 30,2018	29,737,000	$	29,737	$	119,392	$	(231,256)	$	(82,126)
The accompanying notes are an integral part of these financial statements.

2320

Star Wealth Group, Inc.
(FKA Terafox Corp)
Condensed Statements of Cash Flows
				For the Years Ended
				September 30,
				2017		2016
				2018		2017
OPERATING ACTIVITIES
	Net income (loss)			$	(8761,~~126~~628)	$	(4487,~~092~~126)
	(Income) loss from discontinued operations				-		~~(14,803)~~
	Adjustments to reconcile net loss to net cash used in
	operating activities:
		Amortization expense			10,333		10,000
		Gain in settlement of rent payable by a related party			-		-
		Services contributed by shareholder			-		-
	Changes in operating assets and liabilities:
		Change in prepaid expenses			-(14,560)		(910,~~167~~000)
		Change in accounts payable			4(3,~~800~~989)		~~200~~4,800
			Net Cash Used in Operating Activities		(8269,~~326~~844)		(6782,~~862~~326)
DISCONTINUED OPERATIONS
	Net income (loss)				-		14,803
	Adjustments to reconcile net loss to net cash (used in)
	discontinued operating activities:
		Depreciation expense			-		744
		Gain in settlement of rent payable			-		(8,157)
	Changes in operating assets and liabilities:
		Inventory			-		(340)
		Rent Payable			-		1,737
			Net Cash Used in Discontinued Operations		-		8,787
			Cash flows used in operating activities		-		(59,075)
INVESTING ACTIVITIES					-		-
FINANCING ACTIVITIES
	Loans from related parties				~~(34~~69,~~156)~~844		58(34,~~821~~156)
	Stock issued as related party debt				116,482		-
	Common stock issued for debt				-		116,482
			Net Cash Provided /(Used) by Financing Activities		82,326		58,821
			Net Cash Provided by Financing Activities		69,844		82,326
		NET DECREASE IN CASH			-		(254)
		NET INCREASE IN CASH			-		-
		CASH AT BEGINNING OF PERIOD			-		~~254~~-
		CASH AT END OF PERIOD		$	-	$	-
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
		Interest		$	-	$	-
		Income Taxes		$	-	$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
	Stock issued for debt				~~116,482~~-		-116,482
	Inventory purchase by way of loan from director				-		466
	Forgiveness of rent payable				-		-
	Forgiveness of rent payable				-		8,157
	Forgiveness of loan from director				-		-
	Forgiveness of loan from director				-		4,791
	Transfer of equipment and inventory to director				-		-
	Transfer of equipment and inventory to director				-		10,062
The accompanying notes are an integral part of these condensed financial statements.

2421

STAR WEALTH GROUP, INC.

(FKA TERAFOX CORP.)

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, ~~2017~~2018 AND ~~2016~~2017

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

We were incorporated in the State of Nevada on February 26, 2014 under the name Terafox Corp. On December 13, 2017, we changed our name to Star Wealth Group Inc. From inception until first fiscal quarter of 2015, the Company’s principal business consisted of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.

~~Effective~~From ~~March~~inception ~~16,~~until ~~2015,~~first afiscal ~~change~~quarter of ~~control~~2016, ~~occurred with respect to~~ the Company.’s ~~Pursuant~~principal tobusiness aconsisted ~~Securities~~of ~~Purchase~~producing ~~Agreement entered into by and among the Company~~flyers, ~~Mr.~~posters ~~Aleksey Gagauz (“Seller”)~~ and ~~Yik~~ ~~Kei Ong~~printing ~~(“Buyer,” as~~images ~~nominee/agent~~on ~~for~~multiple ~~Smart Mate Limited~~surfaces, asuch ~~Republic of Seychelles company), Seller assigned, transferred and conveyed to Buyer,~~ as ~~nominee/agent 4~~glass,~~000,000~~ ~~shares of common stock of Company (“Common Stock”). As a result of the transaction~~leather, ~~Smart Mate Limited owns 4~~plastic,~~000,000~~ ~~shares~~using ofautomated ~~common~~industrial ~~stock~~flatbed ofprinting ~~the Company (or 62% of the total issued and outstanding shares of common stock of the Company)~~machine.

OnEffective ~~the~~March ~~closing~~16, 2016, a change of control occurred with respect to the ~~above~~Company. ~~transaction~~Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. Aleksey Gagauz (“Seller”) and Yik Kei Ong (“Buyer,” as ~~the~~nominee/agent ~~sole~~for ~~officer~~Smart Mate Limited, a Republic of Seychelles company), Seller assigned, transferred and ~~director~~conveyed to Buyer, as nominee/agent 4,000,000 shares of ~~the~~common stock of Company (“Common Stock”). As a result of the transaction, ~~resigned~~Smart inMate ~~all~~Limited ~~officer~~owns ~~capacities~~4,000,000 ~~from~~shares of common stock of the Company ~~and a~~(or ~~new~~62% ~~officer~~of the total issued and ~~director~~outstanding ~~was~~shares ~~appointed.~~of common stock of the Company).

~~Similarly,~~On ~~effective~~the ~~immediately~~closing ~~after~~of the ~~closing~~above ~~the~~transaction, ~~Company~~Mr. ~~permanently~~Gagauz, ~~ceased~~the ~~its~~sole ~~previous~~officer ~~operating~~and ~~activities~~director of ~~producing~~the ~~flyers~~Company, ~~posters~~resigned ~~and~~in ~~printing~~all ~~images~~officer oncapacities ~~multiple~~from ~~surfaces,~~the ~~such~~Company asand a ~~glass,~~new ~~leather,~~officer ~~plastic,~~and ~~using~~director ~~automated~~was ~~industrial flatbed printing machine~~appointed.

~~Consequently~~Similarly, ~~the~~effective ~~Company~~immediately isafter athe ~~shell~~closing ~~company~~the ~~seeking~~Company topermanently ~~merge~~ceased ~~with~~its ~~another~~previous ~~entity~~operating ~~with~~activities ~~experienced~~of ~~management~~producing ~~and~~flyers, ~~opportunities~~posters ~~for~~and ~~growth~~printing inimages ~~return~~on ~~for~~multiple ~~shares~~surfaces, ofsuch ~~our~~as ~~common~~glass, ~~stock~~leather, toplastic, ~~create~~using ~~value~~automated ~~for~~industrial ~~our~~flatbed ~~shareholders~~printing machine.

~~NOTE~~Consequently, 2the –Company ~~GOING~~is ~~CONCERN~~a shell company seeking to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

~~The~~NOTE ~~accompanying~~2 ~~financial~~– ~~statements~~GOING have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company currently has no business or recurring income which raises substantial doubt about its ability to continue as a going concern.CONCERN

The ~~ability~~accompanying tofinancial ~~continue~~statements ashave abeen ~~going~~prepared ~~concern~~in isconformity ~~dependent~~with ~~upon~~generally ~~the~~accepted ~~Company’s~~accounting ~~ability~~principles, towhich ~~merger~~contemplate ~~with~~continuation orof ~~acquire~~the ~~profitable~~Company ~~operations~~on ina ~~the~~going ~~future~~concern ~~and,~~basis ~~or,~~which ~~obtaining~~assumes the ~~necessary~~Company ~~financing~~will be able to ~~meet~~realize its ~~obligations~~assets and ~~repay~~discharge its liabilities ~~arising~~in ~~from~~the normal ~~business~~course ~~operations~~of ~~when~~business ~~they~~for ~~come~~the ~~due~~foreseeable future. ~~There~~The isCompany currently has no ~~assurance~~business ~~that~~or ~~this~~recurring ~~series~~income ofwhich ~~events~~raises ~~will~~substantial bedoubt ~~satisfactorily~~about ~~completed~~its ability to continue as a going concern.

~~NOTE~~The 3ability –to ~~SUMMARY~~continue OFas ~~SIGNIFCANT~~a ~~ACCOUNTING~~going ~~POLICIES~~concern is dependent upon the Company’s ability to merger with or acquire profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

~~Basis~~NOTE of3 ~~presentation~~ – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

~~The~~Basis ~~financial statements~~ of ~~the~~presentation ~~Company have been prepared in accordance with generally accepted accounting principles in the United States of America.~~

~~Accounting~~The ~~Basis~~financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

~~The~~Accounting Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a September 30 fiscal year end.Basis

~~NOTE~~The 3Company –uses ~~SUMMARY~~the OFaccrual ~~SIGNIFCANT~~basis ~~ACCOUNTING~~of ~~POLICIES~~accounting and accounting principles generally accepted in the United States of America (~~CONTINUED~~“GAAP” accounting). The Company has adopted a September 30 fiscal year end.

~~Use~~NOTE of3 ~~Estimates~~– SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

~~The~~Use ~~preparation~~ of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.Estimates

~~Cash~~The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~Cash~~assumptions ~~Equivalents~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Cash ~~Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had no cash balances at September 30, 2017~~ and ~~2016,~~Cash ~~respectively.~~Equivalents

~~Inventory~~The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had no cash balances at September 30, 2018 and 2017, respectively.

~~Inventories are stated at the lower of cost or market determined on a first-in, first out basis.~~ Inventory

~~Following~~Inventories ~~the~~are ~~termination~~stated ofat ~~all its previous operating activities effective March 13, 2016,~~ the ~~Company~~lower ~~transferred~~of ~~its~~cost ~~remaining~~or ~~inventory~~market todetermined on a ~~former~~first-in, ~~director~~first ofout ~~the Company~~basis.

~~Fair~~Following ~~Value~~the termination of ~~Financial~~all ~~Instruments~~its previous operating activities effective March 13, 2016, the Company transferred its remaining inventory to a former director of the Company.

Fair ~~value~~Value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (“ASC”) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of ~~observable~~Financial inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:Instruments

~~Level~~Fair 1:value ~~Quoted~~measurements ~~prices~~are ~~(unadjusted)~~determined ~~for~~based ~~identical~~on ~~assets~~the orassumptions ~~liabilities~~that market participants would use in ~~active~~pricing ~~markets~~an asset or liability. Accounting AStandards ~~quoted~~Codification ~~price~~(“ASC”) 820-10 establishes a hierarchy for inputs used in anmeasuring ~~active~~fair ~~market~~value ~~provides~~that maximizes the ~~most~~use ~~reliable~~of ~~evidence~~observable inputs and minimizes the use of ~~fair~~unobservable ~~value~~inputs ~~and~~by ~~must~~requiring that the most observable inputs be used towhen ~~measure~~available. ASC 820 establishes a fair value ~~whenever~~hierarchy ~~available.~~that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 21: ~~Significant~~Quoted ~~other observable inputs other than Level 1~~ prices ~~such~~(unadjusted) ~~as quoted prices~~ for ~~similar~~identical assets or liabilities; in active markets. A quoted ~~prices~~price in ~~markets~~an ~~that~~active ~~are~~market ~~not~~provides ~~active;~~the ormost ~~other~~reliable ~~inputs~~evidence ~~that~~of ~~are~~fair ~~observable~~value orand ~~can~~must be ~~corroborated~~used byto ~~observable~~measure ~~market~~fair ~~data~~value whenever available.

Level 32: Significant ~~unobservable~~other observable inputs ~~which~~other ~~reflect~~than aLevel ~~reporting~~1 ~~entity’s~~prices ~~own~~such ~~assumptions~~as ~~about~~quoted ~~the~~prices ~~assumptions that market participants would use~~ for ~~pricing~~similar anassets ~~asset~~ or ~~liability.~~liabilities; ~~For~~quoted ~~example,~~prices ~~level~~in 3markets ~~inputs~~that ~~would~~are ~~relate~~not toactive; ~~forecasts~~or ofother ~~future~~inputs ~~earnings~~that ~~and~~are ~~cash~~observable ~~flows~~or ~~used~~can inbe acorroborated ~~discounted~~by ~~future~~observable ~~cash~~market ~~flows method~~data.

AsLevel of3: ~~September~~Significant ~~30,~~unobservable ~~2017,~~inputs ~~the~~which ~~Company’s~~reflect ~~financial~~a ~~instruments~~reporting ~~consisted~~entity’s ofown ~~prepaid~~assumptions ~~expenses,~~about ~~accounts~~the ~~payable,~~assumptions ~~loans~~that ~~due~~market toparticipants ~~related~~would ~~parties.~~use ~~The~~for ~~carrying~~pricing ~~amount~~an ofasset ~~these~~or ~~financial~~liability. ~~instruments~~For ~~approximates~~example, ~~fair~~level ~~value~~3 ~~due~~inputs ~~either~~would relate to ~~length~~forecasts of ~~maturity~~future orearnings ~~interest~~and ~~rates~~cash ~~that~~flows ~~approximate~~used ~~prevailing~~in ~~market~~a ~~rates~~discounted ~~unless~~future ~~otherwise~~cash ~~disclosed~~flows ~~in these financial statements~~method.

~~Fixed~~As ~~Assets~~of September 30, 2018, the Company’s financial instruments consisted of prepaid expenses, accounts payable, loans due to related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Fixed assets are stated at net book value, cost less depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.Assets

~~Following~~Fixed ~~the~~assets ~~termination~~are ofstated ~~all~~at ~~its~~net ~~previous~~book ~~operating~~value, ~~activities~~cost ~~effective~~less ~~March~~depreciation. ~~13,~~Expenditures ~~2016~~for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the ~~Company~~property’s ~~transferred~~useful ~~its~~life ~~sole~~are ~~fixed~~capitalized. ~~asset~~Property tosold aor ~~former~~retired, ~~officer~~together ~~and~~with ~~director~~the ofrelated accumulated depreciation is removed from the ~~Company~~appropriated accounts and the resultant gain or loss is included in net income.

~~Depreciation~~Following isthe ~~provided~~termination ~~using~~of ~~the~~all ~~straight-line~~its ~~method~~previous ~~over~~operating ~~the~~activities ~~estimated~~effective ~~useful~~March ~~lives~~13, of2016, the ~~asset~~Company ~~estimated~~transferred atits 6sole ~~years.~~fixed Weasset ~~recognized~~to a ~~depreciation~~former ~~expense~~officer ofand $0director ~~the~~of ~~year ended September 30, 2017 which has been included in~~ the ~~results from discontinued activities~~Company.

~~NOTE~~Depreciation 3is –provided ~~SUMMARY~~using OFthe ~~SIGNIFCANT~~straight-line ~~ACCOUNTING~~method ~~POLICIES~~over ~~(CONTINUED)~~the estimated useful lives of the asset estimated at 6 years. We had no depreciation expense for the year ended September 30, 2018.

~~Accounting~~NOTE ~~for~~3 ~~the~~– ~~Impairment~~SUMMARY ofOF ~~Long-Lived~~SIGNIFCANT ~~Assets~~ACCOUNTING POLICIES (CONTINUED)

~~The~~Accounting ~~Company evaluates long-lived assets~~ for ~~impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~Impairment ~~amount~~ of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For longLong-~~lived~~Lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during years ended September 30, 2017 and 2016.Assets

~~Income~~The ~~Taxes~~Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during years ended September 30, 2018 and 2017.

~~Revenue~~Income ~~Recognition~~taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

~~The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “~~Revenue Recognition” (“ASC-605”), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

~~Stock~~The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-~~Based~~605”), ~~Compensation~~ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Stock-~~based~~Based ~~compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.~~Compensation

~~Basic~~Stock-based ~~Income~~compensation ~~(Loss)~~is ~~Per~~accounted ~~Share~~for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic ~~income~~Income (~~loss~~Loss) ~~per~~Per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents issued or outstanding during the years ended September 30, 2017 or 2016.Share

~~Comprehensive~~Basic ~~Income~~income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents issued or outstanding during the years ended September 30, 2018 or 2017.

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any transactions that are required to be reported in other comprehensive income.Income

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any transactions that are required to be reported in other comprehensive income.

~~The~~Recent ~~Company~~Accounting does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.Pronouncements

~~Reclassifications~~The Company does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. Reclassifications

~~NOTE~~Certain 4prior year amounts have been reclassified for comparative purposes to conform to the current-year ~~DISCONTINUED~~financial ~~OPERATIONS~~statement presentation. These reclassifications had no effect on previously reported results of operations.

~~Effective~~NOTE ~~March~~4 ~~16,~~– ~~2016,~~PREPAID the Company permanently ceased its previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine.EXPENSES

~~The~~As ~~components~~ of September 30, 2018, the ~~discontinued~~balance ~~operations~~of net prepaid expenses was $13,394 (2017 - $9167). Prepaid expenses are comprised of legal fees of $2,561 and $10,833 for OTC fees as ~~follows:~~of 9/30/18 and for OTC fees of $9,167 as of 9/30/17.

	Years Ended September 30,
	2017	2016
Revenue	$ -	$ 10,100
Cost of goods sold	-	(973)
Gross profit	-	9,127
Operating expenses:
General & administrative	-	(2,481)
Gain on settlement liability	-	8,157
Total operating (income) expenses	-	5,676
Income (loss) from discontinued operations	$ -	$ 14,803

NOTE 5 – LOANS FROM RELATED PARTIES

~~Effective~~Principal ~~February~~Shareholder ~~9, 2016, the landlord of our production facility forgave a balance of rent payable due to him of $8,157~~ and ~~terminated our outstanding lease with him. Accordingly, there was no balance of rent payable outstanding as of September 30, 2017.~~Affiliates

~~Effective~~During ~~March~~the 16year ended September 30, ~~2016~~2018, ~~following~~an ~~our~~affiliate ~~permanent~~of ~~cessation~~the ofCompany’s ~~our~~current ~~previous~~principal ~~operating~~shareholder ~~activities~~(Smart ofMate ~~producing~~Limited ~~flyers~~(“Smart Mate”)), ~~posters~~Mr. ~~and~~Yik ~~printing~~Kei ~~images~~Ong onadvanced ~~multiple~~a ~~surfaces~~total $62,994 ~~such~~to asthe ~~glass~~Company, ~~leather,~~and ~~plastic,~~Star ~~using~~Wealth ~~automated~~Group ~~industrial~~Capital ~~flatbed printing machine~~Limited, wea ~~transferred~~Hong ~~our~~Kong ~~equipment~~company ~~with~~(“SWCGL”), advanced a ~~net~~total ~~book value~~ of $96,~~257~~850 ~~and~~to ~~inventory~~provide ~~with~~working acapital ~~cost~~for ofthe ~~$806~~Company. toThe ~~our~~advances ~~former~~made ~~director~~by ~~and~~SWCGL ~~former~~were ~~controlling~~made ~~shareholder.~~on Asbehalf ~~the~~of ~~transfer~~Smart ~~was~~Mate. toAs aof ~~related~~September ~~party~~30, ~~the~~2017, ~~loss~~there onwas ~~the~~a ~~assets~~prior ~~transferred~~loan ~~has~~outstanding ~~been~~from ~~recognized~~Mr. Ong in ~~additional~~the ~~paid~~amount inof ~~capital~~$23,465. ~~rather~~The ~~than~~loans inare ~~the~~unsecured, ~~income~~non-interest ~~statement~~ bearing and due on demand.

~~NOTE~~As 5of –September ~~PREPAID~~30, ~~EXPENSES~~2018, the Company owes $86,459 and $6,850, respectively to the affiliate to the largest shareholder and the largest shareholder.

AsOn June 5, 2017, a total of $117,682 was owed to Smart Mate by the Company and pursuant to a loan conversion agreement on that date, the parties discharged $116,482 amount in exchange for the issuance 23,297,000 shares of common stock of the Company. After giving effect to the loan conversion, as of September 30, 2017, the ~~balance~~Company ofowed ~~prepaid~~Smart ~~expenses~~Mate ~~was~~the sum of $91,~~167~~200, ~~(2016~~which -amount $9remains outstanding as of September 30,~~167)~~ 2018.

~~The~~NOTE ~~outstanding~~6 ~~balance~~– ofCOMMON ~~prepaid expenses related to the OTCQG annual membership that was paid in full during the year ended September 30, 2017, but relates to the year ending August 31, 2017.~~STOCK

~~NOTE~~Common ~~6- FIXED ASSETS~~Stock

~~Effective~~The ~~March~~Company ~~16,~~has ~~2016~~75, ~~following our permanent cessation of our previous operating activities of producing flyers~~000, ~~posters and printing images on multiple surfaces~~000, ~~such as glass, leather, plastic, using automated industrial flatbed printing machine, we transferred our equipment with a net book value of~~ $~~9,257 to our former director and former controlling shareholder~~0.001 Aspar ~~the~~value ~~transfer~~shares ~~was to a related party, the loss on the transfer~~ of ~~the~~common ~~asset~~stock ~~transferred has been recognized in additional paid in capital rather than in the income statement~~ authorized.

WeDuring ~~recognized~~January a2016, ~~depreciation~~the ~~expense~~Company ofissued $0285,000 ~~during~~shares ~~the~~of ~~year~~common ~~ended~~stock ~~September~~for ~~30,~~cash ~~2017~~proceeds ~~(2016~~of -$2,759 at $0),.01 ~~respectively~~per share.

~~NOTE~~During 7February –2016, ~~LOANS~~the ~~FROM~~Company ~~RELATED~~issued ~~PARTIES~~1,275,000 shares of common stock for cash proceeds of $12,400 at $0.01 per share.

~~Former~~During ~~Officer~~March ~~and~~2016, ~~Director~~the Company issued 720,000 shares of ~~the~~common ~~Company~~stock for cash proceeds of $7,160 at $0.01 per share.

During ~~the~~April ~~six months ended March 31,~~ 2016, the ~~same former officer and director increased his loan to the~~ Company byissued ~~$466~~160,000 ~~through~~shares ~~payment~~ of acommon ~~supplier~~stock onfor ~~our~~cash ~~behalf~~proceeds ~~for~~of ~~the~~$1,600 ~~purchase~~at of$0.01 ~~inventory~~per share.

~~Effective~~On ~~March~~June 165, ~~2016~~2017, ~~the~~a ~~former~~total ~~officer~~of ~~and~~$116,485 ~~director~~was ~~forgave~~owed ~~all~~by ~~amounts~~the ~~due~~Company to ~~him~~its ~~which~~principal ~~amounted~~shareholder and pursuant to ~~$14,791.~~a ~~The~~loan ~~gain~~conversion onagreement, the ~~forgiveness~~parties ofdischarged the entire loan ~~has~~amount ~~been recognized~~ in ~~additional~~exchange ~~paid~~for inthe ~~capital~~issuance ~~rather~~of ~~than~~23,297,000 inshares ~~the~~of ~~income~~common ~~statement~~stock asof the ~~loan was with a related party~~Company.

~~Principal~~There ~~Shareholder~~were 29,737,000 shares of common stock issued and outstanding as of September 30, 2018 (2017: 29,737,000).

~~During~~NOTE ~~the~~6 ~~year~~– ~~ended~~COMMON ~~September 30, 2017, the Company’s current principal advanced a total of $13,465 to provide working capital for the Company. The loans were unsecured, non-interest bearing and due on demand.~~STOCK

OnAdditional ~~June~~Paid ~~5, 2017, a total of $116,485 was owed to the Company’s principal shareholder by the Company and pursuant to a loan conversion agreement on that date, the parties discharged the entire loan amount~~ in ~~exchange for the issuance 23,297,000 shares of common stock of the Company.~~Equity

~~Following~~Effective ~~the~~March ~~loan~~16, ~~conversion~~2016, ~~describe~~following ~~above,~~our aspermanent cessation of ~~September~~our ~~30,~~previous ~~2017~~operating ~~additional~~activities ~~loans~~of ~~were~~producing ~~made~~flyers, byposters ~~the~~and ~~principal~~printing ~~shareholder~~images ofon ~~the~~multiple ~~Company~~surfaces, insuch ~~the~~as ~~amount~~glass, ofleather, ~~$24~~plastic,~~665.~~ using automated industrial flatbed printing

~~NOTE~~machine, 8we –transferred ~~COMMON~~our ~~STOCK~~equipment with a net book value of $9,257 and inventory with a cost of $806 to our former director and former controlling shareholder. As the transfer was to a related party, the loss on the assets transferred has been recognized in additional aid in capital rather than in the income statement

~~Common~~Further, ~~Stock~~on March 16, 2016, a former officer and director forgave all amounts due to him which amounted to $14,791. The gain on the forgiveness of the loan has been recognized in additional paid in capital rather than in the income statement as the loan was with a related party.

~~The~~NOTE ~~Company~~7 ~~has~~– ~~75,000,000,~~COMMITMENTS ~~$0.001~~AND ~~par value shares of common stock authorized.~~CONTINGENCIES

~~During January 2016, the Company issued 285,000 shares of common stock for cash proceeds of $2,759 at $0.01 per share.~~Legal

~~During~~We ~~February~~were ~~2016,~~not subject to any legal proceedings during the ~~Company~~years ~~issued~~ended 1September 30,~~275,000~~ ~~shares~~2018 ofor ~~common~~2017 ~~stock~~and ~~for~~none ~~cash~~are ~~proceeds~~threatened ofor ~~$12,400~~pending atto ~~$0.01~~the ~~per~~best ~~share~~our knowledge and belief.

~~During~~NOTE ~~March~~8 ~~2016,~~– ~~the~~INCOME ~~Company issued 720,000 shares of common stock for cash proceeds of $7,160 at $0.01 per share.~~TAXES

~~During~~Operating ~~April 2016, the Company issued 160,000 shares of common stock for cash proceeds of $1,600 at $0.01 per share.~~Losses

OnAs ~~June~~of 5,September ~~2017~~30, ~~a total of $116~~2018,~~485~~ ~~was owed by~~ the Company tohad ~~its~~net ~~principal~~operating ~~shareholder~~loss ~~and~~carry ~~pursuant~~forwards toof aapproximately ~~loan~~$231,256 ~~conversion~~(2017 ~~agreement~~169,628) ~~the~~that ~~parties~~may ~~discharged~~be ~~the~~available ~~entire~~to ~~loan~~reduce ~~amount~~future inyears’ ~~exchange~~taxable ~~for~~income ~~the~~in ~~issuance~~varying ofamounts ~~23,297,000~~through ~~shares of common stock of the Company~~2031.

~~There~~Following ~~were~~the 29Company’s change of control effective May 16,~~737~~ 2016,~~000~~ ~~shares~~due to the change in ownership provisions of ~~common~~the ~~stock~~Tax ~~issued~~Reform ~~and~~Act ~~outstanding~~of as1986, net operating loss carry forwards of ~~September~~approximately 30$107,142 ~~2017~~for ~~(2016:~~Federal ~~6,440,000)~~income tax reporting purposes may be subject to annual limitations.

~~NOTE~~Future 8tax –benefits ~~COMMON~~which ~~STOCK~~may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

~~Additional~~The ~~Paid~~provision infor ~~Equity~~Federal income tax at the expected rate of 21% consists of the following:

Effective March 16, 2016, following our permanent cessation of our previous operating activities of producing flyers, posters and printing images on multiple surfaces, such as glass, leather, plastic, using automated industrial flatbed printing machine, we transferred our equipment with a net book value of $9,257 and inventory with a cost of $806 to our former director and former controlling shareholder. As the transfer was to a related party, the loss on the assets transferred has been recognized in additional aid in capital rather than in the income statement



	Years Ended September 30,
	2018	2017
Federal income tax (liability) benefit attributable to:
Current Operations	$ 12,942	$ 18,296
Less: brought forward tax losses / (valuation allowance)	(12,942)	(18,296)
Net provision for Federal income taxes	$ -	$ -

~~Further,~~NOTE on9 ~~March~~– ~~16,~~INCOME 2016, a former officer and director forgave all amounts due to him which amounted to $14,791. The gain on the forgiveness of the loan has been recognized in additional paid in capital rather than in the income statement as the loan was with a related party.TAXES

~~NOTE~~The 9cumulative –tax ~~COMMITMENTS~~effect ~~AND~~at ~~CONTINGENCIES~~the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Legal



	2018	2017
Deferred tax asset attributable to:
Net operating loss carryover	48,564	$ 35,622
Less: valuation allowance	(48,564)	(35,622)
Net deferred tax asset	$ -	$ -

WeNOTE ~~were~~10 ~~not~~– ~~subject~~SUBSEQUENT ~~to any legal proceedings during the years ended September 30, 2017 or 2016 and none are threatened or pending to the best our knowledge and belief.~~EVENTS

~~Contractual~~22

~~Production~~STAR ~~Space~~WEALTH GROUP, INC.

On(FKA ~~August~~TERAFOX ~~31, 2015, the Company signed a new two years Lease Agreement~~CORP. ~~For the first and second year of the Agreement, the annual rental fee is $3,360 with monthly price of $280.~~)

~~Effective~~NOTES ~~February~~TO 9,AUDITED ~~2016,~~FINANCIAL our landlord forgave a balance of rent payable due to him of $8,157 and terminated our outstanding lease with him. Accordingly, there was no balance of rent payable outstanding as of September 30, 2017.STATEMENTS

~~NOTE~~FOR 10THE –YEARS ~~INCOME~~ENDED ~~TAXES~~SEPTEMBER 30, 2018 AND 2017

~~Operating~~The ~~Losses~~Company evaluated subsequent events from January 14, 2019 through the date these financial statements were issued. Other than as disclosed above, there have been no subsequent events after September 30, 2018 for which disclosure is required.

As of September 30, 2017, the Company had net operating loss carry forwards of approximately $169,628 (2016 -$82,502) that may be available to reduce future years’ taxable income in varying amounts through 2031.23

~~Following~~Item ~~the~~9. ~~Company’s~~Changes ~~change of control effective May 16, 2016, due to the change~~ in ~~ownership~~and ~~provisions~~Disagreements ofwith ~~the~~Accountants ~~Tax~~on ~~Reform~~Accounting ~~Act~~and ofFinancial ~~1986, net operating loss carry forwards of approximately $107,142 for Federal income tax reporting purposes may be subject to annual limitations~~Disclosure.

~~Future~~There ~~tax~~are ~~benefits~~not ~~which~~and ~~may arise as a result of these losses~~ have not been ~~recognized~~any indisagreements ~~these~~between ~~financial statements, as their realization is determined not likely to occur and accordingly,~~ the Company ~~has~~and ~~recorded~~its aaccountants ~~valuation~~on ~~allowance~~any ~~for~~matter ~~the~~of ~~deferred~~accounting ~~tax~~principles, ~~asset~~practices ~~relating~~or tofinancial ~~these~~statement ~~tax loss carry-forwards~~disclosure.

~~The~~Item ~~provision~~9A. ~~for~~Controls ~~Federal~~and ~~income tax at the expected rate of 21% consists of the following:~~Procedures.

	Years Ended September 30,
	2017	2016
Federal income tax (liability) benefit attributable to:
Current Operations	$ 18,296	$ 9,259
Less: brought forward tax losses / (valuation allowance)	(18,296)	(9,259)
Net provision for Federal income taxes	$ -	$ -

Evaluation of Disclosure Controls and Procedures

~~NOTE~~In 10connection –with ~~INCOME~~the ~~TAXES~~preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of September 30, 2018. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

~~The~~Based ~~cumulative~~on ~~tax~~that ~~effect~~evaluation, at the ~~expected~~Company’s ~~rate~~management concluded, as of ~~21%~~the end of ~~significant~~the ~~items~~period ~~comprising~~covered ~~our~~by ~~net~~this ~~deferred~~report, ~~tax~~that ~~amount~~the isCompany’s asdisclosure ~~follows:~~controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

	2017	2016
Deferred tax asset attributable to:
Net operating loss carryover	35,622	$ 17,325
Less: valuation allowance	(35,622)	(17,325)
Net deferred tax asset	$ -	$ -

Management’s Report on Internal Control over Financial Reporting

~~NOTE~~The 11management –of ~~SUBSEQUENT~~the ~~EVENTS~~Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

25● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

~~STAR~~● ~~WEALTH~~Provide ~~GROUP~~reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, ~~INC.~~and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

~~(FKA~~● ~~TERAFOX~~Provide ~~CORP~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.)

~~NOTES~~Because TOof ~~AUDITED~~its ~~FINANCIAL~~inherent ~~STATEMENTS~~limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~FOR~~The ~~THE~~Company’s ~~YEARS~~management ~~ENDED~~conducted ~~SEPTEMBER~~an assessment of the effectiveness of our internal control over financial reporting as of September 30, ~~2017~~2018, ~~AND~~based ~~2016~~on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013), which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness

The Company evaluated subsequent events from September 30, 2017 through the date these financial statements were issued. Other than as disclosed above, there have been no subsequent events after September 30, 2017 for which disclosure is required.24

26of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

~~Item~~Management 9.has ~~Changes~~concluded inthat ~~and~~our ~~Disagreements~~internal ~~with~~control ~~Accountants~~over onfinancial ~~Accounting~~reporting ~~and~~had ~~Financial~~the ~~Disclosure.~~following deficiency:

~~There~~● ~~are~~We ~~not~~were ~~and~~unable ~~have~~to ~~not~~maintain ~~been~~ any ~~disagreements~~segregation ~~between~~of duties within our business operations due to our reliance on a single individual fulfilling the ~~Company~~role of sole officer and ~~its~~director. ~~accountants~~While onthis control deficiency did not result in any ~~matter~~audit ofadjustments ~~accounting~~to ~~principles,~~our ~~practices~~2017 or 2016 interim or annual financial ~~statement~~statements, ~~disclosure~~it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that this control deficiency constitutes a material weakness.

~~Item~~To 9Athe extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. ~~Controls~~We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and ~~Procedures~~consultants.

~~Evaluation~~This annual report does not include an attestation report of ~~Disclosure~~our ~~Controls~~registered ~~and~~public ~~Procedures~~accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.

InChanges connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in ~~Rules~~Internal ~~13a-15(e)~~Controls ~~and~~over ~~15d-15(e)~~Financial under the Exchange Act (“Exchange Act”) as of September 30, 2017. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.Reporting

~~Based~~During ~~on that evaluation,~~ the ~~Company’s~~year ~~management~~ended ~~concluded~~September 30, ~~as of the end of the period covered by this report~~2018, ~~that~~there ~~the~~has ~~Company’s~~been ~~disclosure~~no ~~controls~~change ~~and procedures were not effective~~ in ~~recording,~~internal ~~processing,~~control ~~summarizing,~~over ~~and~~financial reporting ~~information~~that ~~required~~has tomaterially ~~be disclosed~~affected, ~~within~~or ~~the~~is ~~time~~reasonably ~~periods~~likely ~~specified in the Commission’s rules and forms, and that such information was not accumulated and communicated~~ to ~~management,~~materially ~~including~~affect ~~the~~our ~~principal~~internal ~~executive~~control ~~officer~~over ~~and the principal~~ financial ~~officer, to allow timely decisions regarding required disclosures~~reporting.

~~Management’s~~Item ~~Report~~9B. onOther ~~Internal Control over Financial Reporting~~Information.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:None

~~● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;~~25

●PART Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; andIII

●Item ~~Provide~~10. ~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition~~Directors, ~~use,~~Executive orOfficers ~~disposition~~and ofCorporate ~~the Company’s assets that could have a material effect on the financial statements~~Governance.

~~Because~~The offollowing ~~its~~table ~~inherent~~sets ~~limitations,~~forth ~~internal~~certain ~~control~~information ~~over~~concerning ~~financial~~our ~~reporting~~officers ~~may~~and ~~not prevent or detect misstatements~~directors. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2017, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013), which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness


Name	Age	Position

Bum Chul Kim	41	CEO, CFO, Secretary and Treasurer
Chi Yeuk Lau	25	Director

27Management and Director Biographies:

ofBum ~~our~~Chul ~~internal~~Kim. ~~control~~Mr. ~~over~~Kim ~~financial~~became ~~reporting~~our ~~did~~sole ~~identify~~officer aon ~~material~~February ~~weakness~~28, 2017. Mr. Kim has significant experience in all aspects of business management, ~~considers~~with ~~its~~concentration ~~internal~~in ~~control~~the ~~over~~IT ~~financial~~sector. ~~reporting~~Since March 2016 to bethe ~~ineffective~~present, he has been Chief Executive Officer of Sinjutech Co, Ltd., an IT provider located in Seoul, Korea. From December 2014 to March 2016, he was Director of Modu & T Co, Ltd, a Trading company located in Seoul, Korea. From February 2006 to February 2009, he was a Director of the Matrix Group, a software company located in Seoul, Korea. Mr. Chul received a BA degree (with honors) from the Shingendai School (Tokyo, Japan) in 2003 and received his BA degree (with honors) in Business in University Canberra (Melbourne, Australia) in 2006.

~~Management~~Chi ~~has~~Yeuk ~~concluded~~Lau. Ms. Lau is the sole director of the Company and was appointed in that ~~our~~capacity ~~internal~~on ~~control~~August ~~over~~3, ~~financial~~2016. ~~reporting~~She ~~had~~was the ~~following~~Company’s ~~deficiency:~~acting Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer from August 3, 2016 to February 28, 2017, when she resigned in all such capacities. She has extensive public relations, marketing and communication skills. Since January 2012, she has been public relations director for Success Financial Holdings Limited, Hong Kong. She graduated with a Bachelor of Science Degree from Hong Kong Baptist University in 2014.

●Family WeRelationships ~~were~~amongst ~~unable~~Directors ~~to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer~~ and director. While this control deficiency did not result in any audit adjustments to our 2017 or 2016 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that this control deficiency constitutes a material weakness.Officers:

To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.None

This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.26

~~Changes~~Involvement in ~~Internal~~Certain ~~Controls~~Legal ~~over Financial Reporting~~Proceedings

~~During~~To the ~~year~~best ~~ended~~of ~~September~~our 30knowledge, ~~2017,~~none ~~there~~of ~~has~~our ~~been~~directors noor ~~change~~executive inofficers ~~internal~~has, ~~control~~during ~~over~~the ~~financial~~past ~~reporting~~ten ~~that~~years, ~~has~~been ~~materially~~involved ~~affected,~~in orany islegal ~~reasonably~~proceedings ~~likely~~described toin ~~materially~~subparagraph ~~affect~~(f) ~~our~~of ~~internal~~Item ~~control~~401 ~~over~~of ~~financial~~Regulation ~~reporting~~S-K.

~~Item~~Significant ~~9B. Other Information.~~Employees

~~None~~We have no significant employees other than our sole officer and director named in this Annual Report.

28Code of Business Conduct and Code of Ethics

~~PART~~Our ~~III~~Board of Directors has not adopted a Code of Business Conduct and Ethics because we currently have only one individual serving as our sole officer and an another serving as our sole director.

~~Item~~Nominating ~~10. Directors, Executive Officers and Corporate Governance.~~Committee

~~The~~We ~~following~~have ~~table~~not ~~sets~~adopted ~~forth~~any ~~certain~~procedures ~~information~~by ~~concerning~~which security holders may recommend nominees to our ~~officers~~Board ~~and~~of ~~directors~~Directors.

Name	Age	Position
Bum Chul Kim	40	CEO, CFO, Secretary and Treasurer
Chi Yeuk Lau	24	Director

Audit and Compensation Committee

~~Management~~The Board of Directors acts as the audit committee and ~~Director~~compensation ~~Biographies:~~committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

~~Bum~~Item ~~Chul Kim~~11. Mr. Kim became our sole officer on February 28, 2017. Mr. Kim has significant experience in all aspects of business management, with concentration in the IT sector. Since March 2016 to the present, he has been Chief Executive ~~Officer of Sinjutech Co, Ltd~~Compensation., an IT provider located in Seoul, Korea. From December 2014 to March 2016, he was Director of Modu & T Co, Ltd, a Trading company located in Seoul, Korea. From February 2006 to February 2009, he was a Director of the Matrix Group, a software company located in Seoul, Korea. Mr. Chul received a BA degree (with honors) from the Shingendai School (Tokyo, Japan) in 2003 and received his BA degree (with honors) in Business in University Canberra (Melbourne, Australia) in 2006.

~~Chi~~DIRECTOR ~~Yeuk~~AND ~~Lau.~~OFFICER Ms. Lau has extensive public relations, marketing and communication skills. Since January 2012, she has been public relations director for Success Financial Holdings Limited, Hong Kong. She graduated with a Bachelor of Science Degree from Hong Kong Baptist University in 2014. COMPENSATION

~~Family~~The ~~Relationships~~following ~~amongst~~summary ~~Directors~~compensation table sets forth all compensation awarded to, earned by, or paid to our sole officer and ~~Officers~~director by the Company during the years ended September 30, 2018 and 2017 in all capacities:

None

Name and Position

Year

Salary

Bonus

Stock

Award(s)

Option

Awards

All Other

Compensation

Total

Bum Chul Kim

2018

None

CEO, CFO and Treasurer

2017

None

Chi Yeuk Lau

2018

None

Director and Former CEO and CFO

2017

None

29The Company's current and former sole officer and director has not received any cash or other remuneration since they were appointed to serve in such capacities. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our sole officer and director intends to devote very limited time to our affairs.

~~Involvement in Certain Legal Proceedings~~27

ToWe have formulated no plans as to the ~~best~~amounts of ~~our~~future ~~knowledge~~cash compensation. It is possible that, ~~none~~after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our ~~directors~~management orfor ~~executive~~the ~~officers~~purposes ~~has,~~of ~~during~~providing services to the ~~past~~surviving ~~ten~~entity. ~~years~~No retirement, ~~been~~pension, ~~involved~~profit insharing, ~~any~~stock ~~legal~~option ~~proceedings~~or ~~described~~insurance inprograms ~~subparagraph~~or ~~(f)~~other ofsimilar ~~Item~~programs ~~401~~have been adopted by the Company for the benefit of ~~Regulation~~its ~~S-K~~employees. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be disclosed. The Company does not have a standing compensation committee or a committee performing similar functions.

~~Significant~~Employment ~~Employees~~Agreements

We ~~have~~do nonot ~~significant~~have ~~employees~~any ~~other~~employment ~~than~~agreements with our sole officer and director ~~named in this Annual Report~~.

~~Code~~Item 12. Security Ownership of ~~Business~~Certain ~~Conduct~~Beneficial Owners and ~~Code~~Management ofand ~~Ethics~~Related Stockholder Matters.

~~Our~~The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of December 3, 2018 by (i) each named executive officer, (ii) each member of our Board of Directors, ~~has~~(iii) ~~not~~each ~~adopted~~person adeemed ~~Code~~to ofbe ~~Business~~the ~~Conduct~~beneficial ~~and~~owner ~~Ethics~~of ~~because~~more wethan ~~currently~~five ~~have~~percent ~~only~~(5%) ~~one~~of ~~individual~~any ~~serving~~class asof our ~~sole~~common ~~officer~~stock, and an(iv) ~~another~~all ~~serving~~of our executive officers and directors as ~~our~~a ~~sole~~group, ~~director~~based on. 29,737,000 shares of common stock issued and outstanding on such date.

~~Nominating~~Unless ~~Committee~~otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.


Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Officers and Directors Bum Chul Kim	0		0%
Chi Yeuk Lau		0		0%
All officers and directors as a group (2 individuals)		0		0%

Greater than 10% Shareholders

Smart Mate Limited(1)		25,365,000		85.3%
R24 Flat C 5/F Wah Mow Factory Building 5-7 Ng Fong Street San Po Kang Kowloon, Hong Kong

Wealth Star Management Pte. Ltd.(2)		1,932,000		6.6%
60 Paya Lebar Road #08-57G Paya Lebar Square 409051 Singapore

~~Audit~~(1) Tee Kiew Ong and ~~Compensation~~Yik ~~Committee~~Kei Ong may be deemed the control parties of the shareholder. The two parties are siblings.

~~The~~ (2) Pin ~~Board~~Yin ofChoo ~~Directors~~is ~~acts as~~ the ~~audit~~control ~~committee~~person ~~and~~of ~~compensation committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further,~~ the ~~Company believes that it has inadequate financial resources at this time to hire such an expert~~shareholder. ~~The Company intends to continue to search for a qualified individual for hire.~~

~~DIRECTOR~~On ~~AND~~June ~~OFFICER~~5, ~~COMPENSATION~~2017, the Company and Smart Mate Limited, a Seychelles company and the Company’s principal shareholder (“Smart Mate”), entered into a Loan Conversion Agreement pursuant to Smart Mate converted its outstanding loans to the Company in exchange for common stock of the Company. On Jun

~~The~~e ~~following~~5, ~~summary~~2017, ~~compensation~~a ~~table~~total ~~sets~~of ~~forth~~$116,485 ~~all~~was ~~compensation~~owed ~~awarded~~ to, ~~earned~~the Smart Mate by the Company, orand ~~paid~~pursuant to ~~our~~the ~~sole~~Loan ~~officer~~Conversion ~~and~~Agreement, ~~director~~Smart byMate discharged the loan amount in exchange for receiving 23,297,000 shares of common stock of the Company. ~~during~~After giving effect to the ~~years~~loan ~~ended~~conversion, as of September 30, 2017, ~~and~~the ~~2016~~Company inowed ~~all~~Smart ~~capacities:~~Mate the sum of $1,200, which amount remains outstanding as of September 30, 2018.

Name and Position

Year

Salary

Bonus

Stock Award(s)

Option Awards

All Other Compensation

Total

Bum Chul Kim

2017

None

CEO, CFO and Director

None

Chi Yeuk Lau

2017

None

Former CEO, CFO and Director

2016

None

Brian Patrick Foley Former CEO and Director

2016

None

Jennie Pascual Ednalagium Former CFO

2016

None

Alekey Gagauz Former President, CEO and Director

2016

None

In addition, apart from the loan conversion described above, during fiscal years ended September 30, 2017 and September 30, 2018, Mr. Yik Kei Ong advanced $62,994 and $23,465, respectively as working capital for the Company Also during fiscal year ended September 30, 2018, Star Wealth Capital Group Limited, a Hong Kong company (“SWCGL”), advanced a total of $6,850 to provide working capital for the Company. The advances made by SWCGL were made on behalf of Smart Mate. These loans are unsecured, non-interest bearing and due on demand.

~~The~~Ms. ~~Company's~~Tee ~~current~~Kiew ~~and~~Ong, ~~former~~the sole ~~officer~~shareholder and ~~director~~officer ~~has~~of ~~not~~Smart ~~received~~Mate. ~~any cash or other remuneration since they were appointed to serve in such capacities~~Mr. NoYik ~~remuneration~~Kei ofOng ~~any~~may ~~nature~~be ~~has~~deemed ~~been~~a ~~paid~~control ~~for~~person ~~on account~~ of ~~services~~Smart ~~rendered~~Mate ~~by a director in such capacity. Our sole officer~~ and ~~director~~is ~~intends~~the tobrother ~~devote~~of ~~very~~Tee ~~limited~~Kiew ~~time to our affairs~~Ong.

30The Company utilizes the office space and equipment of its majority shareholders at no charge and management of the Company determined it to be immaterial.

WeExcept ~~have formulated no plans~~ as tootherwise ~~the~~indicated ~~amounts of future cash compensation. It is possible that~~herein, ~~after~~there ~~the~~have ~~Company~~been ~~successfully~~no ~~consummates~~related aparty ~~business combination with an unaffiliated entity~~transactions, ~~that entity may desire to employ~~ or ~~retain~~any ~~members of our management for the purposes of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance programs or~~ other ~~similar~~transactions ~~programs have been adopted by the Company for the benefit of its employees. There are no understandings~~ or ~~agreements~~relationships ~~regarding compensation our management will receive after a business combination that is~~ required to be disclosed. ~~The~~pursuant ~~Company~~to ~~does~~Item ~~not~~404 ~~have~~of aRegulation ~~standing compensation committee or a committee performing similar functions~~S-K.

~~Employment~~Director ~~Agreements~~Independence:

WeOur doCommon Stock is currently quoted on the OTC-QB which does not have any ~~employment~~director ~~agreements~~independence ~~with~~requirements. In determining whether our ~~sole~~directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15) which indicates that a director is not considered to be independent if he or she also is an executive officer ~~and~~or employee of the corporation. Based on those widely-accepted criteria, we have determined that our sole director Chi Yeuk Lau is not independent as he also serves as the sole officer of the Company.

Item 1214. ~~Security~~Principal ~~Ownership~~Accountant ofFees ~~Certain Beneficial Owners~~ and ~~Management and Related Stockholder Matters~~Services.

~~The~~Gillespie ~~following~~and ~~table sets forth certain information regarding the beneficial ownership of our Common Stock as of January 12~~Associates, ~~2018~~PLLC byis ~~(i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be~~ the ~~beneficial~~Company’s ~~owner~~current ofindependent ~~more~~registered ~~than~~public ~~five~~accounting ~~percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group, based on~~firm. ~~29,737,000 shares of common stock issued and outstanding on such date.~~

~~Unless~~(1) ~~otherwise~~Audit indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.Fees

Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Officers and Directors Bum Chul Kim	0		0%
Chi Yeuk Lau		0		0%
All officers and directors as a group (2 individuals)		0		0%
Greater than 10% Shareholders
Smart Mate Limited(1)		25,365,000		85.3%
R24 Flat C 5/F Wah Mow Factory Building 5-7 Ng Fong Street San Po Kang Kowloon, Hong Kong
Wealth Star Management Pte. Ltd.(2)		1,932,000		6.6%
60 Paya Lebar Road #08-57G Paya Lebar Square 409051 Singapore

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were approximately:

(1) Tee Kiew Ong and Yik Kei Ong may be deemed the control parties of the shareholder. The two parties are siblings.


2018	$	10,500	Michael Gillespie and Associates, PLLC
2017	$	10,500	Michael Gillespie and Associates, PLLC

(2) ~~Pin~~ ~~Yin~~Audit-Related ~~Choo is the control person of the shareholder.~~Fees

~~Item~~The ~~13.~~aggregate ~~Certain~~fees ~~Relationships~~billed in each of the last two fiscal years for assurance and ~~Related~~related ~~Transactions,~~services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and ~~Director~~are ~~Independence.~~not reported in the preceding paragraph:

On2018 ~~June~~$ 5,0 2017, the Company and Smart Mate Limited, a Seychelles company and the Company’s principal shareholder (“Smart Mate”), entered into a Loan Conversion Agreement pursuant to Smart Mate converted its outstanding loans to the Company in exchange for common stock of the Company. On June 5, 2017, a total of $~~116,485~~ was owed to the Smart Mate by the Company, and pursuant to the Loan Conversion Agreement, Smart Mate discharged the loan amount in exchange for receiving 23,297,000 shares of common stock of the Company.0

In(3) ~~addition,~~Tax apart from the loan conversion described above, during the year ended September 30, 2017, the Smart Mate advanced $24,665 to provide working capital for the Company. The loan is unsecured, non-interest bearing and due on demand. Fees

31The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax filings was:

The Company utilizes the office space and equipment of its majority shareholders at no charge and management of the Company determined it to be immaterial.


2018	$ 650	Michael Gillespie and Associates, PLLC
2017	$ 650	Michael Gillespie and Associates, PLLC

~~Except~~(4) asAll ~~otherwise~~Other ~~indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.~~Fees

~~Director~~The ~~Independence~~aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) were:

Our Common Stock is currently quoted on the OTC-QB which does not have any director independence requirements. In determining whether our directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15) which indicates that a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Based on those widely-accepted criteria, we have determined that our sole director Chi Yeuk Lau is not independent as he also serves as the sole officer of the Company.


2018	$	0
2017	$	0

~~Item~~The ~~14.~~percentage ~~Principal~~of ~~Accountant~~hours ~~Fees~~expended ~~and~~on ~~Services~~the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

~~Gillespie~~Audit ~~and Associates, PLLC is the Company~~Committee’s ~~current~~Pre-Approval ~~independent registered public accounting firm.~~Process

~~(1)~~The ~~Audit~~Board ~~Fees~~of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

2017		$	10,500			Michael Gillespie and Associates, PLLC
2016		$	10,000			Michael Gillespie and Associates, PLLC

PART IV.

~~(2)~~Item ~~Audit-Related~~15. ~~Fees~~Exhibits, Financial Statement Schedules.

~~The~~(b) ~~aggregate~~Index ~~fees~~to ~~billed~~Exhibits inrequired ~~each of the last two fiscal years for assurance and related services~~ by ~~the~~Item ~~principal~~601 ~~accountants that are reasonably related to the performance~~ of ~~the~~Regulation ~~audit or review of our financial statements and are not reported in the preceding paragraph:~~S-K.

2017 $ 0 2016 $ 0


Exhibit		Description
3.1		Articles of Incorporation (1)
3.1(a)		Articles of Amendment filed with the State of Nevada on December 13, 2017 (3)
3.2		Bylaws (1)

10.1		Verbal Agreement (1)

10.2		Lease Agreement (1)

10.3		Contract of sale of goods (1)

10.4		Loan Conversion Agreement dated June 5, 2017 by and between the Company and Smart Mate Limited. (2)
21		Subsidiaries of Registrant.

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

101.INS		XBRL INSTANCE DOCUMENT*

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*

101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*

101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*

101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*

101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

+		In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
*		Filed herewith.
(1)		Filed as an exhibit to the Company's registration statement on Form S-1, as filed with the Securities and Exchange Commission on December 2, 2014 and incorporated herein by this reference.

(32) ~~Tax Fees~~

~~The~~ Filed ~~aggregate~~as ~~fees~~an ~~billed~~exhibit into ~~each of~~ the ~~last~~Company’s ~~two~~Form ~~fiscal~~8-K ~~years~~filed ~~for~~on ~~professional~~June ~~services rendered by the principal accountant for tax compliance~~13, ~~tax advice, and tax planning were:~~2017.

2017	$ 650	Michael Gillespie and Associates, PLLC
2016	$ 650	Michael Gillespie and Associates, PLLC

(3)

~~(4)~~ Filed ~~All~~as ~~Other~~an ~~Fees~~exhibit to the Company’s Form 8-K filed on December 13, 2017.

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) were: 30

2017		$	0
2016		$	0

SIGNATURES

32Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.


	STAR WEALTH GROUP INC.

January 14, 2019	By:	/s/ Bum Chul Kim
		Bum Chul Kim
		President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

~~Audit~~Pursuant ~~Committee’s~~to ~~Pre-Approval~~the ~~Process~~requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.


Signature	Title	Date

/s/ Bum Chul Kim	President, CEO and Director	January 14, 2019
Bum Chul Kim	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


Signature	Title	Date

/s/ Chi Yeuk Lau	Director	January 14, 2019
Chi Yeuk Lau

~~PART IV.~~31

Item 15. Exhibits, Financial Statement Schedules.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit		Description
3.1		Articles of Incorporation (1)
3.1(a)		Articles of Amendment filed with the State of Nevada on December 13, 2017 (3)
3.2		Bylaws (1)
10.1		Verbal Agreement (1)
10.2		Lease Agreement (1)
10.3		Contract of sale of goods (1)
10.4		Loan Conversion Agreement dated June 5, 2017 by and between the Company and Smart Mate Limited. (2)
21		Subsidiaries of Registrant.
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS		XBRL INSTANCE DOCUMENT*
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*
+		In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
*		Filed herewith.
(1)		Filed as an exhibit to the Company's registration statement on Form S-1, as filed with the Securities and Exchange Commission on December 2, 2014 and incorporated herein by this reference.

(2)

Filed as an exhibit to the Company’s Form 8-K filed on June 13, 2017.

(3)

Filed as an exhibit to the Company’s Form 8-K filed on December 13, 2017.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WEALTH STAR GROUP INC.
Dated: January 16, 2018	By:	/s/ Bum Chul Kim
		Bum Chul Kim
		President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

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

Signature	Title	Date
/s/ Bum Chul Kim	President, CEO and Director	January 16, 2018
Bum Chul Kim	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Signature	Title	Date
/s/ Chi Yeuk Lau	Director	January 16, 2018
Chi Yeuk Lau

Filing Compare · STAR WEALTH GROUP INC.