Opening the filing
8-K/A
Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐ Explanatory Note:
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on July 1, 2026 (the “ Original Report ”), on June 9, 2026, Stark Focus Group, Inc. (“ we ”, “ us ”, “ our ”, the “ Company ” or “ Stark ”), Compass North Holdings Limited, a company formed under the laws of England (the “ Selling Stockholder ”), and MJG Polo LLC, a Delaware limited liability company (the “ Purchaser ”), entered into a stock purchase agreement (the “ Purchase Agreement ”), pursuant to which on June 25, 2026 (the “ Closing ”), the Purchaser acquired from the Selling Stockholder 8,300,000 shares (the “ Shares ”) of our common stock, par value $0.0001 per share ( “ Common Stock ”), representing approximately 83.43% of the issued and outstanding shares of our Common Stock (such acquisition, the “ Transaction ”). The Purchaser paid consideration of $355,000 for the Shares. The Transaction was reported under Item 1.01 (Entry into a Material Definitive Agreement) and Item 5.01 (Change in Control of the Registrant). The Original Report also reported the June 16, 2026, resignation of the prior sole officer and director (Can Zhi Fen) and the concurrent appointment of David I. Rosenberg as Chairman and a director and John Lipman as Chief Executive Officer, Chief Financial Officer and director, each to be effective at the Closing.
In connection with the Transaction, we changed our business strategy and now plan to develop, own, and operate data centers globally to support artificial intelligence (“ AI ”) infrastructure and related computing needs (“ New Strategy ”).
This Current Report on Form 8-K/A (this “ Current Report ”) amends the Original Report to provide additional information related to our New Strategy and other related information. Except as described herein, this Current Report does not amend, modify, or update any other information contained in the Original Report.
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 5.01 of this Current Report is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
On June 9, 2026, Stark Focus Group, Inc. (“ we ”, “ us ”, “ our ”, the “ Company ” or “ Stark ”), Compass North Holdings Limited, a company formed under the laws of England (the “ Selling Stockholder ”), and MJG Polo LLC, a Delaware limited liability company (the “ Purchaser ”), entered into a stock purchase agreement (the “ Purchase Agreement ”), pursuant to which on June 25 (the “ Closing ”) the Purchaser acquired from the Selling Stockholder 8,300,000 shares (the “ Shares ”) of common stock, par value $0.0001 per share (the “ Common Stock ”), representing approximately 83.43% of the issued and outstanding shares of the Common Stock (such acquisition, the “ Transaction ”). The Purchaser paid consideration of $355,000 for the Shares.
The Purchase Agreement contains customary representations, warranties, indemnities and covenants of the Company, the Selling Stockholder and the Purchaser. The Company and the Selling Stockholder have agreed to indemnify the Purchaser for certain breaches of representations, warranties and covenants.
The description of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report. The Purchase Agreement and the above description has been included to provide investors with information regarding the terms of the Purchase Agreement. Neither the Purchase Agreement nor this Current Report are intended to provide any other factual information about the Company or any other party to the Purchase Agreement or their respective affiliates or equityholders. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms. Accordingly, investors should not rely on the representations, warranties and covenants in the Purchase Agreement as statements of factual information.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities.
-1- In connection with the Transaction, we have adopted a new business strategy and now plan to develop, own, and operate data centers globally to support AI infrastructure and related computing needs (the “ New Strategy ”). Attached to this Current Report as Exhibit 99.1 is a description of our company as we pursue this New Strategy. The contents of Exhibit 99.1 are incorporated by reference into this Item 5.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1
Introduction Stark Focus Group, Inc. (“we”, “us”, “our”, the “Company” or “Stark”) is a Nevada corporation, incorporated on July 3, 2018.
Initially, we were engaged in the apparel trading business through our wholly owned subsidiary, Common Design Limited of Hong Kong. We subsequently sold that business and entered into the Drone / Unmanned Aerial Vehicles market with the launch of a new brand, RevoluDrones, including purchasing licenses for four patents to assist in this business.
On June 25, 2026, we underwent a change of control when MJG Polo LLC acquired approximately 83.43% of our then-outstanding shares of common stock from our prior controlling shareholder (the “Change of Control”). In connection with this transaction, our then existing sole officer and director (Can Zhi Fen) resigned, and David I. Rosenberg was appointed to be our Chairman and a director and John Lipman was appointed to be our Chief Executive Officer, Chief Financial Officer and a director, each to be effective at the closing of the Change of Control. Mr. Rosenberg and Mr. Lipman are the managers of MJG Polo LLC.
In connection with the Change of Control, we changed our business strategy and now plan to develop, own, and operate data centers globally to support artificial intelligence (“AI”) infrastructure and related computing needs (the “New Strategy”). We have taken several operational activities in furtherance of this New Strategy.
Within the first two weeks following the Change of Control, we engaged advisors and began negotiating a proposed joint venture with a major data infrastructure provider in South Asia. We signed an initial, non-binding memorandum of understanding with this party and an unrelated third party on July 20, 2026. Also on July 20, 2026, we closed a $400,000 private placement described in our Current Report on Form 8-K filed on July 24, 2026.
In addition to our data center initiative in South Asia, we began conducting an active site search for additional data center locations beginning in late June 2026, assessing several opportunities in the United States, including one in South Dakota (15 MW available on a 400 MW line), a 34-site portfolio, two 75 MW Texas power studies, and sites in Mississippi, Kansas, and Iowa, a second site in South Dakota (approximately 50 MW) and a 160-acre site in Texas (with a prior 140 MW power study and a 750 MW colocation proposal). In August 2026, we initiated a board search, and began discussions regarding the acquisition of additional data center land sites.
Cautionary Note Regarding Forward-Looking Statements The statements contained in this Current Report on Form 8-K/A that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.