UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2024
	For the quarterly period ended February 28, 2025
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission File Number 333-190658

Startech Labs, Inc.

(Exact name of registrant as specified in its charter)

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

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

(802) 255-4212

(Registrant’s telephone number, including area code)

___________________________________________________________

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

60,647,380 common shares issued and outstanding as of ~~December~~April 277, ~~2024~~2025

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
SIGNATURES		17

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STARTECH LABS, INC.

BALANCE SHEETS

(UNAUDITED)

	November 30,			May 31,
	February 28,			May 31,
	2024			2024
	2025			2024
ASSETS
Current Assets
TOTAL ASSETS	$	-		$	-
Total Current Assets	$	-		$	-
Intangible Assets		-			-
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	72,~~118~~503		$	2,701
Accrued interest		~~154~~161,~~606~~893			139,791
Due to related party		~~119~~128,~~500~~614			101,819
Convertible notes		129,402			129,402
Total Current Liabilities		~~410~~422,~~626~~412			373,713
Total Liabilities		410,626			373,713
TOTAL LIABILITIES		422,412			373,713
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized, 60,647,380 shares issued and outstanding		60,647			60,647
Additional paid-in capital		38,654,623			38,654,623
Accumulated deficit		(39,~~125~~137,~~896~~682	)		(39,088,983	)
Total Stockholders' Deficit		(~~410~~422,~~626~~412	)		(373,713	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

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

Table of Contents

STARTECH LABS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	November 30,			November 30,			November 30,			November 30,
	February 28,			February 29,			February 28,			February 29,
	2024			2023			2024			2023
	2025			2024			2025			2024
Operating Expenses
General and administration	$	~~1,059~~750		$	~~933~~650		$	12,~~820~~570		$	45,~~571~~221
Professional		3,~~500~~750			5,300			2024,~~277~~027			2126,~~000~~300
Total operating expenses		4,~~559~~500			65,~~233~~950			2226,~~097~~597			2531,~~571~~521
Net loss from operations		(4,~~559~~500	)		(65,~~233~~950	)		(2226,~~097~~597	)		(2531,~~571~~521	)
Other expense
Interest expense		(7,~~368~~286	)		(7,~~368~~367	)		(1422,~~816~~102	)		(1422,~~816~~183	)
Total other expense		(7,~~368~~286	)		(7,~~368~~367	)		(1422,~~816~~102	)		(1422,~~816~~183	)
Net loss before taxes		(11,~~927~~786	)		(13,~~601~~317	)		(3648,~~913~~699	)		(4053,~~387~~704	)
Provision for income taxes		-			-			-			-
Net loss	$	(11,~~927~~786	)	$	(13,~~601~~317	)	$	(3648,~~913~~699	)	$	(4053,~~387~~704	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		60,647,380			60,647,380			60,647,380			60,647,380

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

Table of Contents

STARTECH LABS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2024~~2025 AND ~~2023~~FEBRUARY 29, 2024

(UNAUDITED)

~~Six~~Nine Months Ended ~~November~~February 3028, ~~2024~~2025

					Additional					Total
	Common stock				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance, May 31, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,088,983	)	$	(373,713	)
Net loss		-		-		-		(24,986	)		(24,986	)
Balance, August 31, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,113,969	)	$	(398,699	)
Net loss		-		-		-		(11,927	)		(11,927	)
Balance, November 30, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,125,896	)	$	(410,626	)
Net loss		-		-		-		(11,786	)		(11,786	)
Balance, February 28, 2025		60,647,380	$	60,647	$	38,654,623	$	(39,137,682	)	$	(422,412	)

~~Six~~Nine Months Ended ~~November~~February 3029, ~~2023~~2024

					Additional					Total
	Common stock				~~paid~~Paid-in		Accumulated			Shareholders'
	Shares		Amount		~~capital~~Capital		Deficit			Deficit
Balance, May 31, 2023		60,647,380	$	60,647	$	38,654,623	$	(39,023,882	)	$	(308,612	)
Net loss		-		-		-		(26,786	)		(26,786	)
Balance, August 31, 2023		60,647,380	$	60,647	$	38,654,623	$	(39,050,668	)	$	(335,398	)
Net loss		-		-		-		(13,601	)		(13,601	)
Balance, November 30, 2023		60,647,380	$	60,647	$	38,654,623	$	(39,064,269	)	$	(348,999	)
Net loss		-		-		-		(13,317	)		(13,317	)
Balance, February 29, 2024		60,647,380	$	60,647	$	38,654,623	$	(39,077,586	)	$	(362,316	)

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

Table of Contents

STARTECH LABS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	For the Nine Months Ended
	November 30,			November 30,
	February 28,			February 29,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(3648,~~913~~699	)	$	(4053,~~387~~704	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		~~4,417~~(198	)		~~2,954~~(746	)
Accrued interest		1422,~~815~~102			1422,~~816~~183
Net Cash Used in Operating Activities		(1726,~~681~~795	)		(2232,~~617~~267	)
Cash Flows from Financing Activities:
Advancement from director		1726,~~681~~795			2232,~~617~~267
Net Cash Provided by Financing Activities		1726,~~681~~795			2232,~~617~~267
Net Change in Cash and Cash Equivalents		-			-
Cash and Cash Equivalents, beginning of period		-			-
Cash and Cash Equivalents, end of period	$	-		$	-
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

Table of Contents

STARTECH LABS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

~~NOVEMBER~~FEBRUARY 3028, ~~2024~~2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization, Nature of Business and Trade Name

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

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

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

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

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

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of ~~November~~February 3028, ~~2024~~2025 and the results of operations and cash flows for the periods presented. The results of operations for the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2024 filed with the SEC on August 29, 2024.

Table of Contents

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Related Party Balances and Transactions

The Company follows Financial Accounting Standards Board (“FASB”) ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 5)

Basic and Diluted Net Loss Per Share

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

For the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	November 30,		November 30,
	February 28,		February 29,
	2024		2023
	2025		2024
	(Shares)		(Shares)
Convertible notes payable		47,748,982		47,748,982

Fair Value of Financial Instruments

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

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

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

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

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

Table of Contents

AsIn ofaccordance ~~November~~with ~~30,~~the ~~2024~~fair ~~and~~value ~~May~~accounting 31requirements, ~~2024,~~companies ~~the~~may ~~carrying~~choose ~~value~~to ofmeasure ~~accounts~~eligible ~~payable~~financial instruments and ~~loans~~certain ~~that~~other ~~are~~items ~~required to be measured~~ at fair value,. ~~approximated~~The ~~fair~~Company ~~value~~has ~~due~~not toelected the ~~short-term~~fair ~~nature~~value ~~and~~option ~~maturity~~for ofany ~~these~~eligible financial instruments.

As of February 28, 2025 and May 31, 2024, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

Share-based Expenses

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

Recent Accounting Pronouncements

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

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

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our financial statements and disclosures.

NOTE 3 – GOING CONCERN

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

Table of Contents

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

The Company has incurred net losses since inception on April 20, 2013 through ~~November~~February 3028, ~~2024~~2025 totaling $39,~~125~~137,~~896~~682 and has negative working capital of $~~410~~422,~~626~~412 at ~~November~~February 3028, ~~2024~~2025. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

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

9 Table of Contents

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

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

NOTE 4 – COMMON STOCK

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

As of ~~November~~February 3028, ~~2024~~2025 and May 31, 2024, 60,647,380 shares of common stock were issued and outstanding.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, the Director of the Company made advancement of $1726,~~681~~795 and $2232,~~617~~267 for operating expenses on behalf of the Company, respectively.

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

As of ~~November~~February 3028, ~~2024~~2025 and May 31, 2024, the amount due to director was $~~119~~128,~~500~~614 and $101,819 respectively.

NOTE 6 – CONVERTIBLE NOTES

	November 30,			May 31,
	February 28,			May 31,
	2024			2024
	2025			2024
Convertible Notes - June 2019	$	56,859		$	56,859
Convertible Notes - August 2019		14,716			14,716
Convertible Notes - November 2019		8,789			8,789
Convertible Notes - February 2020		18,956			18,956
Convertible Notes - May 2020		3,350			3,350
Convertible Notes - August 2020		16,632			16,632
Convertible Notes - November 2020		7,400			7,400
Convertible Notes - February 2021		2,700			2,700
		129,402			129,402
Less current portion of convertible notes payable		(129,402	)		(129,402	)
Non-current convertible notes payable	$	-		$	-

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

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

Table of Contents

On August 31, 2019, the Company issued a convertible note to an

Signature	Title	Date

/s/ name	Title	Date
name

/s/ name	Title	Date
name

/s/ name	Title	Date
name

on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note.

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

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

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

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

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

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

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

During the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, the Company incurred note interest expense of $1422,~~816~~102 and $1422,~~816~~183, respectively.

As of ~~November~~February 3028, ~~2024~~2025 and May 31, 2024, the convertible notes payable was $129,402 and $129,402, respectively, and accrued note interest payable was $~~154~~161,~~606~~893 and $139,791, respectively.

NOTE 7 – SUBSEQUENT EVENT

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the ~~November~~February 3028, ~~2024~~2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

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

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

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

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

Overview

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

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

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

Table of Contents

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

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

Our Current Business

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

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024.

12Three ~~Table~~months ofending ~~Contents~~February 28, 2025 compared to three months ending February 24, 2024:

Three months ending November 30, 2024 compared to three months ending November 30, 2023:

	For the Three Months Ended
	February 28,			February 29,
	2025			2024			Change			%
Operating Expenses	$	4,500		$	5,950		$	(1,450	)	(24	%)
Other expense		7,286			7,367			(81	)	(1	%)
Net Loss	$	(11,786	)	$	(13,317	)	$	1,531		(11	%)

	For the Three Months Ended
	November 30,			November 30,
	2024			2023			Change			%
Operating Expenses	$	4,559		$	6,233		$	(1,674	)	(27		%)
Other expense		7,368			7,368			-			-
Net Loss	$	(11,927	)	$	(13,601	)	$	1,674		(12		%)

Net loss totalled $11,786 for the three months ended February 28, 2025, compared to a net loss for the three months ended February 29, 2024 of $13,317. The decrease in net loss was mainly due to the decrease in professional fees.

~~Net~~Nine ~~loss totalled $11,927 for the three~~ months ~~ended~~ending ~~November~~February 3028, ~~2024,~~2025 compared to ~~a net loss for the~~ three months ~~ended~~ending ~~November~~February 3029, ~~2023~~2024: ~~of $13,601. The decrease in net loss was mainly due to the decrease in professional fees.~~

Six months ending November 30, 2023 compared to six months ending November 30, 2022:

	For the Nine Months Ended
	February 28,			February 29,
	2025			2024			Change			%
Operating Expenses	$	26,597		$	31,521		$	(4,924	)	(16	%)
Other expense		22,102			22,183			(81	)	(0	%)
Net Loss	$	(48,699	)	$	(53,704	)	$	5,005		(9	%)

	For the Six Months Ended
	November 30,			November 30,
	2024			2023			Change			%
Operating Expenses	$	22,097		$	25,571		$	(3,474	)	(14		%)
Other expense		14,816			14,816			-			-
Net Loss	$	(36,913	)	$	(40,387	)	$	3,474		(9		%)

Net loss totalled $48,699 for the nine months ended February 28, 2025, compared to a net loss for the nine months ended February 29, 2024 of $53,704. The decrease in net loss was mainly due to the decrease in professional fees.

Net loss totalled $36,913 for the six months ended November 30, 2024, compared to a net loss for the six months ended November 30, 2023 of $40,387. The decrease in net loss was mainly due to the decrease in professional fees.

Liquidity and Capital Resources

Working Capital

	November 30,			May 31,
	February 28,			May 31,
	2024			2024			Change
	2025			2024			Change
Current Assets	$	-		$	-		$	-
Current Liabilities	$	~~410~~422,~~626~~412		$	373,713		$	3648,~~913~~699
Working Capital Deficiency	$	(~~410~~422,~~626~~412	)	$	(373,713	)	$	(3648,~~913~~699	)

The increase in working capital deficiency during the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 was primarily a result of an increase ofin due to related parties and accrued interest payable.

Cash Flows

	For the Six Months Ended
	November 30,			November 30,
	2024			2023
Cash Flows used in Operating Activities	$	(17,681	)	$	(22,617	)
Cash Flows used in Investing Activities		-			-
Cash Flows from Financing Activities		17,681			22,617
Net Change in Cash and Cash Equivalents	$	-		$	-

Table of Contents

Cash Flows

	For the Nine Months Ended
	February 28,			February 29,
	2025			2024
Cash Flows used in Operating Activities	$	(26,795	)	$	(32,267	)
Cash Flows used in Investing Activities		-			-
Cash Flows from Financing Activities		26,795			32,267
Net Change in Cash and Cash Equivalents	$	-		$	-

Cash Flow from Operating Activities

During the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, our Company used $1726,~~681~~795 in cash from operating activities, compared to $2232,~~617~~267 cash used in operating activities during the ~~six~~nine months ended ~~November~~February 3029, ~~2023~~2024.

The cash used from operating activities for the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 was attributed to a net loss of $3648,~~913~~699, reduced by changes in operating assets and liabilities of $1921,~~232~~904.

The cash used from operating activities for the ~~six~~nine months ended ~~November~~February 3029, 2024 was attributed to a net loss of $4053,~~387~~704, reduced by changes in operating assets and liabilities of $1721,~~770~~437.

Cash Flow from Investing Activities

During the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, our ~~company~~Company did not use any cash in investing activities.

Cash Flow from Financing Activities

During the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, our ~~company~~Company received $1726,~~681~~795 and $2232,~~617~~267 from director’s advancement, respectively.

Off-Balance Sheet Arrangements

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

Going Concern

We have incurred net loss since our inception on April 20, 2013 through ~~November~~February 3028, ~~2024~~2025 totalling $39,~~125~~137,~~896~~682 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2024 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Table of Contents

Item 6. Exhibits

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

_________

*Filed herewith.

**Furnished herewith.

Table of Contents

SIGNATURES

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

		STARTECH LABS, INC.
		(Registrant)
Dated: December 31, 2024		/s/ Kevin So
Dated: April 11 2025		/s/ Kevin So
		Kevin So
		President, Chief Executive Officer, Secretary and Director
		(Principal Executive Officer, PrincipalFinancial Officer and Principal Accounting Officer)

Filing Compare · Greentech Innovations, Inc.