STARK FOCUS GROUP INC

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.