{"url_path":"/sec/skfg/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1794942/0001640334-26-000977-index.html","accession_number":"0001640334-26-000977","cik":"0001794942","ticker":"SKFG","issuer_name":"Stark Focus Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1794942/0001640334-26-000977-index.html","primary_entity_key":"0001794942","primary_entity_name":"Stark Focus Group, Inc."},"word_count":568,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions and Director Independence**\n\n \n\nExcept as disclosed below, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.\n\n \n\nAs of December 31, 2025, the Company is obligated to related parties for the following (see Notes 5, 6, 7 and 8 to the financial statements):\n\n \n\n \n\n·\n\nDemand loan payable – $71,848 (non-interest bearing, due on demand, from a shareholder)\n\n \n\n·\n\nPromissory note payable – $18,388 (12% interest, from a related party, maturity July 17, 2027)\n\n \n\n·\n\nConvertible notes payable (principal plus accrued interest) – $82,630 (10% interest, conversion price $0.04, maturity December 31, 2028, from related parties)\n\n \n\nAll transactions were approved by the Board of Directors. There were no other transactions with directors, executive officers, or 5%+ beneficial owners that exceeded the lesser of $120,000 or 1% of total assets.\n\n \n\nThe convertible note is governed by indentures dated as above. The Indentures do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of the Company’s securities by the Company.\n\n \n\nAs at the date of this Annual Report there are no written agreements between our company and Cao Zhi Fen regarding her respective consulting, officer, or director services to the company.\n\n \n\n**Director Independence**\n\n \n\nWe currently act with one director. We do not have a director that would qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a)(15).\n\n \n\nWe do not have a standing audit, compensation or nominating committee, but our entire board of directors’ acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.\n\n \n\n**Indemnification**\n\n \n\nOur Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.\n\n \n\nThe general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.\n\n \n\nInsofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n \n\n \n\n15\n\n*Table of Contents*"}