April 8, 2020, 3:34 p.m. EDT

10-Q: STARTECH LABS, INC.

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(EDGAR Online via COMTEX) -- 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.

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

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

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

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Our Current Business

We are in the business of the creation and development of utility/entertainment apps for Google's Android and Apple's iOS platforms, through our wholly owned subsidiary, Analog Nest.

Product Lines

Analog Nest operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past five years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 2 million apps in the Apple's App store as well. The Google Play Store and Apple's App Store are generally referred to herein as an "App Store".

Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the nine months ended February 29, 2020 and February 28, 2019.

Three months ending February 29, 2020 compared to three months ending February 28, 2019:







                                                       Three Months Ended
                                                February 29,       February 28,
                                                    2020               2019             Change
        Revenue                                 $           -     $            -     $           -
        Operating Expenses
        General and administrative expenses               450                450                 -
        Professional fees                               4,411              4,799              (388 )
        Stock- based compensation                  38,500,000                  -        38,500,000
        Other income (expense)                        (11,811 )                -           (11,811 )
        Loss from continued operations            (38,516,672 )           (5,249 )     (38,511,423 )
        Income (Loss) from discontinued
        operations                                          -             (3,951 )           3,951
        Net Loss                                $ (38,516,672 )   $       (9,200 )   $ (38,507,472 )
        


Revenue

We have not generated any revenues for the three months ended February 29, 2020 and February 28, 2019.

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Operating expense

Operating expenses for three months ended February 29, 2020 included general and administrative expenses of $450, professional fees of $4,411 and stock-based compensation of $38,500,000, respectively. Operating expenses for three months ended February 28, 2019 included general and administrative expenses of $450, and professional fees of $4,799, respectively. The increase in operation expenses was mainly attributed to the increase in stock-based compensation incurred during the three months ended February 29, 2020.

Other expense

Other expense for three months ended February 29, 2020 included convertible note interest expense of $11,811.

Loss from continued operations

For the three months ended February 29, 2020, our company incurred loss from continued operations of $38,516,672, compared to $5,249 incurred during the three months ended February 28,2019. The increase in loss from continued operations was mainly attributed to the increase in stock-based compensation and other expense incurred during the three months ended February 29, 2020.

Loss from discontinued operations

On December 1, 2018, our company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the three months ended February 29, 2020 and February 28, 2019, our company recorded loss from discontinued operations of $NIL and $3,951, respectively.

Net loss

Net loss totaled $38,516,672 for the three months ended February 29, 2020, compared to a net loss for the three months ended February 28, 2019 of $9,200.

Nine months ending February 29, 2020 compared to nine months ending February 28, 2019:







                                                  For the Nine Months Ended
                                               February 29,        February 28,
                                                   2020                2019             Change
        Revenue                              $              -     $            -     $           -
        Operating Expenses
        General and administrative
        expenses                                        2,350              1,350             1,000
        Professional fees                              23,633             27,370            (3,737 )
        Stock - based compensation                 38,500,000                  -        38,500,000
        Other income (expense)                        (72,492 )                -           (72,492 )
        Loss from continued operations            (38,598,475 )          (28,720 )     (38,569,755 )
        Income (Loss) from discontinued
        operations                                          -             (3,396 )           3,396
        Net Loss                             $    (38,598,475 )   $      (32,116 )   $ (38,566,359 )
        


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Revenue

We have not generated any revenues for the nine months ended February 29, 2020 and February 28, 2019.

Operating expense

Operating expenses for nine months ended February 29, 2020 included general and administrative expenses of $2,350, professional fees of $23,633 and stock-based compensation of $38,500,000, respectively. Operating expenses for nine months ended February 28, 2019 included general and administrative expenses of $1,350 and professional fees of $27,370, respectively. The increase in operation expenses was mainly attributed to the increase in stock-based compensation incurred during the nine months ended February 29, 2020

Other expense

Operating expense for nine months ended February 29, 2020 included amortization of convertible note discount on beneficial conversion feature of $54,534 and convertible note interest expense of $17,958.

Loss from continued operations

For the nine months ended February 29, 2020, our company incurred loss from continued operations of $38,598,475, compared to $28,720 incurred during the nine months ended February 28, 2019. The increase in loss from continued operations was mainly attributed to the increase in stock-based compensation and other expense incurred during the nine months ended February 29, 2020.

Loss from discontinued operations

On December1,2018, our company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the nine months ended February 29, 2020 and February 28, 2019, our company recorded loss from discontinued operations of $NIL and $3,396, respectively.

Net loss

Net loss totaled $38,598,475 for the nine months ended February 29, 2020, compared to a net loss for the nine months ended February 28,2019 of $32,116.







        Liquidity and Capital Resources
        Working Capital
                                      February 29,       May 31,
                                          2020            2019         Change
        Current Assets               $            -     $       -             -
        Current Liabilities          $      129,547     $  85,606        43,941
        Working Capital Deficiency   $     (129,547 )   $ (85,606 )     (43,941 )
        


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The change in working capital deficiency during the nine months ended February 29,2020 was primarily a result of an increase of convertible notes and accrued interest payable.

Apr 08, 2020

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