STARTECH LABS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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 [phone]. 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.

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Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months and nine months ended February 28, 2021 and February 29, 2020.

Three months ending February 28, 2021 compared to three months ending February
29, 2020:



                               For the Three Months Ended
                            February 28,       February 29,
                                2021               2020             Change              %
Operating Expenses
General and
administrative expenses     $         450      $         450     $           -               0 %
Professional fees                   4,524              4,411               113               3 %
Stock based compensation                -         38,500,000       (38,500,000 )        (100%)
Other expense                       9,820             11,811            (1,991 )         (17%)
Net Loss                    $     (14,794 )    $ (38,516,672 )   $  38,501,878          (100%)




Net loss

Net loss totaled $14,794 for the three months ended February 28, 2021, compared to a net loss for the three months ended February 29, 2020 of $38,516,672. The decrease in net loss was mainly due to stock based compensation of $38,500,000 incurred during the three months ended February 29, 2020.

Operating expense

Operating expenses for three months ended February 28, 2021 included general and administrative expenses of $450 and professional fees of $4,524. 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 for the year 2019 salary of the Company's Chief Executive Officer.

Other expense

Other expense for three months ended February 28, 2021 included convertible note discount amortization of $2,700 and convertible note interest expense of $7,120. Other expense for three months ended February 29, 2020 included convertible note interest expense of $11,811.

Nine months ending February 28, 2021 compared to six months ending February 29,
2020:



                               For the Nine Months Ended
                            February 28,       February 29,
                                2021               2020             Change              %
Operating Expenses
General and                                                                              (43%)
administrative expenses    $        1,350      $       2,350     $      (1,000 )
Professional fees                  23,732             23,633                99               0 %
Stock based compensation                -         38,500,000       (38,500,000 )        (100%)
Other expense                      46,356             72,492           (26,136 )         (36%)
Net Loss                   $      (71,438 )    $ (38,598,475 )   $  38,527,037          (100%)





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Net loss

Net loss totaled $71,438 for the nine months ended February 28, 2021, compared to a net loss for the nine months ended February 29, 2020 of $38,598,475. The decrease in net loss was mainly due to stock based compensation of $38,500,000 incurred during the nine months ended February 29, 2020.

Operating expense

Operating expenses for nine months ended February 28, 2021 included general and administrative expenses of $1,350 and professional fees of $23,732. 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 for the year 2019 salary of the Company's Chief Executive Officer.

Other expense

Other expense for nine months ended February 28, 2021 included convertible note discount amortization of $26,733 and convertible note interest expense of $19,623. Other expense for nine months ended February 29, 2020 included convertible note discount amortization of $54,534 and convertible note interest expense of $17,958.

Liquidity and Capital Resources

Working Capital



                              February 28,       May 31,
                                  2021             2020         Change
Current Assets               $            -     $        -     $       -
Current Liabilities          $      175,986     $  141,881     $  34,105
Working Capital Deficiency   $     (175,986 )   $ (141,881 )   $ (34,105 )

The increase in working capital deficiency during the nine months ended February 28, 2021 was primarily a result of an increase of convertible notes and accrued interest payable.

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