UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

For the period ended March 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ______________

COMMISSION FILE NUMBER: 814-00652

StarInvest Group, Inc.

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(Exact name of registrant as specified in its charter)

Nevada 91-1317131

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(State of other jurisdiction of Identification ) (IRS Employer incorporation or organization)

3300 North A Street Suite 2-210

Midland, Texas

(Address of principal executive offices)

79705

(Zip Code)

Registrant's Telephone Number: (432) 682-8373

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days YES [X] NO [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		Accelerated filer 
Non-accelerated filer 		Smaller reporting companyx

(Do not check if a smaller reporting company)

State the number of shares outstanding of each of the issuer's classes of common equity, as the latest practicable date: There were 201,620,200 shares of the Registrant's common stock issued and outstanding as of May 14, 2010

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

StarInvest Group, Inc.

FORM 10-Q

QUARTERLY PERIOD ENDED March 31, 2010

PART I - FINANCIAL INFORMATION	3

Item 1 - Financial Statements	3

Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009	3

Statements of Operations (Unaudited) For the Three Months Ended March 31, 2010 and 2009	4

Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2010 and 2009	5

Statement of Investments for March 31, 2010	6

Notes to Financial Statements	6

Item 2 - Management's Discussion and Analysis of Financial Conditions and Results of Operations	9

Item 3 - Quantitative and Qualitative Disclosures about Market Risk	14

Item 4 - Controls and Procedures	14

PART II - OTHER INFORMATION	15

Item 1 - Legal Proceedings	15

Item 1A – Risk Factors	16

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3 - Default upon Senior Securities	16

Item 4 - Removed and Reserved	16

Item 5 - Other Information	16

Item 6 – Exhibits	16

Signatures	16

Item 1 - Financial Statements

STARINVEST GROUP, INC.
BALANCE SHEET
AS OF MARCH 31, 2010 & DECEMBER 31, 2009

	2010			2009
ASSETS	(unaudited)			(audited)
Current Assets
Cash	$	21,299		$	11,527
Receivable, deposits and other		174,669			179,476
Total current assets		195,968			191,003

Computers and software (net)		149,498			150,809


Investments and loans (cost of $669,999 & $649,999)		739,430			721,630
Website and organization costs (net)		694,975			619,415
Goodwill		2,070,010			2,070,010

Total assets	$	3,849,881		$	3,752,867


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	766,834		$	671,891
Loans payable		1,662,946			1,143,526
Total current liabilities		2,429,780			1,815,417

Long term liabilities		25,000			27,752

Stockholders' equity
Common stock, $.001 par value, 900,000,000 shares
authorized; 201,620,200 and 201,620,200 shares issued
and outstanding, respectively		201,620			201,620
Additional paid-in-capital		16,576,744			16,135,579
Accumulated deficit		(15,383,263	)		(14,427,501	)
Total stockholders' equity		1,395,101			1,909,698

Total liabilities and stockholders' equity	$	3,849,881		$	3,752,867

STARINVEST GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,

	2010			2009
	(unaudited)			(unaudited)
Income
Interest	$	11,250		$	11,250
Stock transfer income		5,467			923
Consulting income		35,173			-
Total income		51,890			12,173
Cost of goods sold		231,194			-
Gross Profit		(179,304	)		12,173
Expenses:
General and administrative		193,378			81,123
Professional Fees		78,044			48,323
Interest Expense		15,698			9,508
Total expenses		287,120			138,954

Loss before other income (expenses)		(466,424	)		(126,781	)

Net Realized and Unrealized Gains (Losses):
Net realized gain (loss) on investments		-			9,399
Net unrealized gain (loss) on investments		(13,449	)		-
Total net gains (losses)		(13,449	)		9,399

Net loss	$	(479,873	)	$	(117,382	)

Basic earnings (loss) per common share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding - basic		201,620,200			90,854,104
Weighted average common shares outstanding - diluted		238,550,629			91,354,104

STARINVEST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,

	2010			2009

Cash flows from operating activities:
Net loss	$	(479,873	)	$	(117,382	)

Adjustments to reconcile net loss to net
cash used in operating activities:
Net unrealized loss in investments		13,449			-
Depreciation and amortization		25,751			3,238
Interest expense		15,698			9,474
Interest income		(11,250	)		(11,250	)
Changes in assets and liabilites
(Increase) decrease in assets:
(Increase) decrease in receivable and prepaid expenses		4,807			1,221
Other assets		(1,201	)		(1,201	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		94,943			(2,065	)
Total adjustments		142,197			(583	)

Net cash used in operating activities		(337,676	)		(117,965	)

Cash flows from investing activities
Net cash (paid for) received from investments		(36,552	)		34,157
Net cash provided by investing activities		(36,552	)		34,157

Cash flows from financing activities
Net proceeds from (repayments of) loans		384,000			100,000
Payment to repurchase shares		-			-
Net cash provided (used) by financing activities		384,000			100,000

Net increase (decrease) in cash		9,772			16,192

Cash, beginning of period		11,527			7,936

Cash, end of period	$	21,299		$	24,128

STARINVEST GROUP, INC.

STATEMENT OF INVESTMENTS

March 31, 2010

Portfolio Company	Business Description	Value -03/31/09	# Of Shares	Cost	Value	Status

Western Roses	Cemetery	$616,250	Loan	$450,000	616,250	Private

Crownbutte Wind Power, Inc.	Alternative Energy	$ 0.31	397,357	$219,999	$123,181	CBWP.PK

Total				$669,999	$739,431

Notes to the Financial Statements March 31, 2010

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements have been prepared by StarInvest Group, Inc. ("STIV" or the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2010, and the results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the audited financial statements and related notes and schedules included in the Company's 2009 Annual Report filed on Form 10-K dated December 31, 2009. The results of operations for the periods ended March 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

The Company is offering its services through its subsidiaries My Transfer Agent, LLC, Stocktransfer.com, MyTransferAgent.com, EXX.com. Todd & Company Inc. is still restricted from operating pending registration and approval of its management and compliance personnel by FINRA. .

My Transfer Agent (“MTA”) provides "turn-key" solutions of transfer agent, legal, EDGAR and other related services to public and private companies. MTA serves as Transfer Agent performing the functions of original issue, cancellation and reissuance of stock certificates and uncertificated shares. MTA is committed to delivering a complete package of products and services focused on today's technology but never losing sight that service is the first priority.

Stock Transfer.com (“ST”) is an agent’s resource information providing the latest information about the stock transfer industry and providing consulting services for public and private companies.StockTransfer.com consolidates industry specific information to educate, inform and assist companies with finding information about being or going public. The site is also used as a vehicle to educate shareholders about their investments and give them access to services and professionals who can assist them.

EXX is in the business of building autonomous, efficient reliable and cost effective trading platforms in order to achieve Straight Through Processing (STP) in the financial industry. The Company's main business is customizing proprietary platforms so from one program STP is enabled across all the financial networks.

Todd & Company is a registered Broker dealer in the financial sector. StarInvest recently closed the acquisition and acquired all of the outstanding shares of common stock of Todd & Co. On March 17, 2010, Todd & Company received FINRA’s approval of the firm’s 1017 applications and acceptance of StarInvest Group Inc., as the new owner. We are currently awaiting final approval of the management by FINRA, so that Todd & Company can begin operations.

The Company is also retaining a portion of its portfolio focused in a wide variety of different sectors including but not limited to alternative resources, technology, biotech, insurance, and services. As of March 31, 2010, we invested approximately $669,999 in 2 companies. The Company is looking to sell non core business as the financial sector has become our foundation to grow. The proceeds from the assets sales will be used to reduce debt and drive growth in MTA , Todd & Co and EXX.com.

NOTE 2 - INVESTMENTS

As of March 31, 2010, the Company has retained a portfolio of 2 investments for a total of approximately $669,999 in funded capital and with a current valuation of $ 739,431. Our investment portfolio consists of the following:

Portfolio Company	Description	Value
Crownbutte Wind Power, Inc	Equity	123,181
Western Roses	Loan	616,250

Total		$739,431

As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a) (41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.

No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and

other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include:

1) the fundamental analytical data relating to the investment,

2) the nature and duration of restrictions on disposition of the securities, and

3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, and in absence of a recent appraisal, the value of the investment shall be based on the following criteria:

1. Total amount of the Company's actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

2. Total revenues for the preceding twelve months ("R").

3. Earnings before interest, taxes and depreciation ("EBITD")

4. Estimate of likely sale price of investment ("ESP")

5. Net assets of investment ("NA")

6. Likelihood of investment generating positive returns (going concern).

The estimated value of each investment shall be determined as follows:

·	Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

·	Where revenues and/or earnings are present, then the value shall be the greater of one time (1x) revenues or three times (3x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if the Company has not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.

NOTE 3 - EQUITY TRANSACTIONS

None.

NOTE 4 - LOANS PAYABLE

March 31, 2010 December 31, 2009

Convertibles Debenture payable with an

aggregate principal of $1,177,103.97, due

in March 31, 2013 at an interest at 3% per annum,

interest paid semi-annually. Accrued interest on

these convertibles at March 31, 2010 is

approximately $16,224.45.

These loans are unsecured. $1,193,328 $ 895,260

Current Loans Payable, no interest accrued

These loans are unsecured 469,618 $ 251,018

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Total current loans payable $1,662,946 $1,146,278

NOTE 5 – CURRENT QUARTER EVENTS

On March 17, 2010, Todd & Company received FINRA’s approval of the firm’s 1017 application and acceptance of StarInvest as the new owners. This may represent a further step forward in the implementation of our long term strategy to become a full service financial firm with 21st century technologies creating a recurring revenue model by servicing new and existing customers.

On May 4, 2010, Starinvest Group, Inc. foreclosed on the facilities of Western Roses Memorial Park, Inc. The facility is a 60.89 acre licensed perpetual care cemetery with a crematory facility on site serving the Midland and Odessa markets. Starinvest has a 58% interest in the facility and will play a vital role in analyzing all available options to enhance the value of its investment and ultimately the interest of its shareholders.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Form 10-Q, references to the "Company," “STIV”, "we," “our” or "us" refer to StarInvest Group, Inc. unless the context otherwise indicates.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. In addition, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Our actual results may differ significantly from the results projected in the forward-looking statements. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. Valuations based on estimates are reviewed by us for reasonableness and conservatism on a consistent basis. Primary areas where our financial information is subject to the use of estimates, assumptions and the application of judgment include acquisitions, valuation of investments, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

The recoverability of long-lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.

INCOME TAXES

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of June 30, 2009, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.

VALUATION OF INVESTMENTS

As required by ASR 118, our investment committee is required to assign a fair value to all investments. To comply with Section 2(a) (41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in our portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.

1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, or in the absence of a recent appraisal, the value of the investment shall be based on the following criteria:

1.	Total amount of our actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.

2.	Total revenues for the preceding twelve months ("R").

3.	Earnings before interest, taxes and depreciation ("EBITD")

4.	Estimate of likely sale price of investment ("ESP")

5.	Net assets of investment ("NA")

6.	Likelihood of investment generating positive returns (going concern).

The estimated value of each investment shall be determined as follows:

·	Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

·	Where revenues and/or earnings are present, then the value shall be the greater of one time (1x) revenues or three times (3x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

·	Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that we will not be able to recoup the investment or if there is reasonable doubt about the investments ability to continue as a going concern.

We have not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.

OUR STRATEGY

The Company’s strategy is focused on offering a full menu of services in the financial sector through its subsidiaries.

As a result of our October 16, 2009 acquisition of EXX.COM, LLC, the Company is now forming a strategy to expand the customer base of EXX.com into our Broker Dealer (BD). The ECN platform will provide quote services, news retrieval, charting, option chain pricing and archive all trading information, for readily accessibility, as required by securities regulations in the financial industry. In addition customers of our BD and EXX will have remote access to viewing and executing orders on the EXX platform with NYSE, FINRA, OTC markets,, OTC BB , OTC Pink sheets and option markets. The EXX Customer support desk will facilitate traditional services for clients looking for direct assistance. The institutional application is a cost effective, compliant focused flexible system with unique characteristics welcomed by institutional customers. The strategy for MTA is to acquire smaller transfer agents, to aggregate the customer base and introduce new technologies and services to its customers ADD SOMETHING HERE

RESULTS OF OPERATIONS

Income

For the three months ended March 31, 2010 gross income totaled $51,890 as compared to $12,173 for the three months ended March 31, 2009. The primary difference was higher consulting income in the current 2010 period

Expenses

For the three months ended March 31, 2010 expenses totaled $287,120 as compared to $138,954 for the three months ended March 31, 2009. This increase in expenses is due to higher operating costs due to its new subsidiary EXX.com.

Loss before other income(expenses)

The Company’s loss before other income totaled $466,434 and $126,781, respectively for the three months ended March 31, 2010 and 2009. This increase in loss is primarily due to the increased costs of running the additional subsidiaries including compliance and ramp up expenses.

Net Realized Gains

The Company had no net realized gain for the three months ended March 31, 2010 as compared to a $94,399 realized gain for the three months ended March 31, 2009.

Net Unrealized Depreciation

There was a net unrealized loss of $13,449 for the three months ended March 31, 2010 as compared to no net unrealized losses for the three months ended March 31, 2009. The unrealized losses represent a lower market valuation for one of the Company's portfolio companies.

Net Loss

The Company’s net loss totaled $479,873 and $117,382, respectively for the three months ended March 31, 2010 and 2009. This increase in loss is primarily due to the increased operating costs of its subsidiaries for the current three months ended March 31, 2010

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2010, net cash used by operating activities was $337,676 compared to $117,965 used by operating activities for the three months ended March 31, 2009. The current three month’s usage was due to the net loss of $479,873, interest expense of $15,698, interest income of $11,250, depreciation and amortization of $25,751 and an increase in accounts payable and accrued expenses of $944,943. In the corresponding period of 2009, cash was used primarily by the net loss of $1174,382 and provided by interest expense of $9,474 and a decrease to accounts payable and accrued expenses of $2,065.

For the three months ended March 31, 2010, there was $36,552 in cash used for investing activities as compared to $34,157 of cash provided by investing activities for the three months ended March 31, 2009.

For the three months ended March 31, 2009, there was $384,000 provided by financing activities through the proceeds of loans. For the comparable three month period ending March 31, 2009, there was $100,000 in cash provided by financing activities primarily through proceeds from loans.

The Company anticipates a significant increase in capital expenditures subject to obtaining additional financing, of which there can be no assurance. The Company's capital requirements depend on numerous factors, including market acceptance of the Company's investment ability to obtain additional financing, technological developments, capital expenditures and other factors. The Company has an immediate need for additional financing to continue operations. The Company is seeking to obtain additional capital through the sale of its securities and loans. If the Company does not immediately receive additional financing, the Company will be required to cease operations. If the Company obtains additional financing, of which there can be no assurance, the Company may sell its equity securities. The sale of additional equity or convertible debt securities could result in additional dilution to stockholders. There can be no assurance that financing will be available in the required amounts or on terms acceptable to the Company, if at all.

CONTRACTUAL OBLIGATIONS

The following table summarizes our outstanding contractual obligations as of March 31, 2010

Contractual obligations	Payments due by period
Contractual obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations	N/A	N/A	N/A	N/A	N/A
Capital Lease Obligations	N/A	N/A	N/A	N/A	N/A
Operating Lease Obligations	N/A	N/A	N/A	N/A	N/A
Purchase Obligations	25,000	25,000	N/A	N/A	N/A
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP	N/A	N/A	N/A	N/A	N/A
Total	25,000	25,000	N/A	N/A	N/A

OFF BALANCE SHEET ARRANGEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies. A smaller reporting company, as defined by Rule 229.10(f)(1), is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2010 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of March 31, 2010.

Changes in Internal Controls

During the fiscal quarter ended March 31, 2010, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

Item 1.A RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Company’s Annual Report for the year ended December 31, 2009 filed March 31, 2010.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Removed and Reserved

ITEM 5. Other Information

None.

ITEM 6. Exhibits

(a) Exhibits

Exhibit No. Description

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31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 17, 2010

/s/ Robert H. Cole

-------------------------

Robert H. Cole

Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive, Financial and Accounting Officer)

STARINVEST GROUP, INC. 10-Q