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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Stark Focus Group, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
85535Y100 (CUSIP Numbers) |
John C. Lipman c/o Lucid Capital Markets, 570 Lexington Avenue, 40th Fl New York, NY, 10022 (646) 348-9369 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/25/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP Number(s): | 85535Y100 |
| 1 |
Name of reporting person
MJG Polo LLC |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
8,300,000.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
8,300,000.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
8,300,000.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
45.23 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP Number(s): | 85535Y100 |
| 1 |
Name of reporting person
John C. Lipman |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
PF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
8,300,000.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
8,300,000.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
8,300,000.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
45.23 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP Number(s): | 85535Y100 |
| 1 |
Name of reporting person
Rosenberg David I. |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☒ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
PF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
8,300,000.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
8,300,000.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
8,300,000.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
45.23 % |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) |
Name of Issuer:
Stark Focus Group, Inc. |
| (c) |
Address of Issuer's Principal Executive Offices:
570 Lexington Avenue, 40th Fl, New York,
NEW YORK
, 10022. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by the following persons: (i) MJG Polo LLC, a Delaware limited liability company ("MJG"), (ii) John C. Lipman, a manager of MJG and (iii) David I. Rosenberg, also a manager of MJG. Each of the foregoing persons are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | The address of the principal place of business for each of the Reporting Persons is: c/o Lucid Capital Markets, 570 Lexington Avenue, 40th Fl, New York, NY 10022. |
| (c) | MJG's principal business is to hold the investment of Mr. Lipman, Mr. Rosenberg, and others in the Issuer. Mr. Lipman and Mr. Rosenberg serve as the managers of MJG. Mr. Lipman also serves as the Chief Executive Officer and a director of the Issuer. Mr. Rosenberg also serves as a director and chairman of the board of directors of the Issuer. |
| (d) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (f) | Entities: MJG Polo LLC - Delaware limited liability company
Individuals:
John C. Lipman -- USA
David I. Rosenberg - USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 of each Reporting Person is hereby incorporated by reference into this Item 3, as applicable. | |
| Item 4. | Purpose of Transaction |
The purpose of the transaction is to allow the Reporting Persons to control the Issuer in order to change the line of business of the Issuer, such that it will develop, own, and operate data centers globally to support artificial intelligence infrastructure and related computing needs. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, without limitation: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities held, in the open market or in privately negotiated transactions. Additionally, Mr. Lipman (in his capacity as the Chief Executive Officer and a director of the Issuer) and Mr. Rosenberg (in his capacity as the director and chairman of the board of directors of the Issuer) may engage in discussions with management, the Issuer's board of directors, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including, without limitation: a merger or reorganization; security offerings by the Issuer; sales or acquisitions of assets or businesses; changes in the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Issuer's board of directors.
In consideration of such matters, the Reporting Persons may engage and retain consultants and/or advisors, and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that related to, or would result in, any of the matters listed in Item 4(a)-(j) of Schedule 13D; however, depending on the factors discussed above, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The percentages used in this Schedule 13D are based on 18,348,330 shares of Issuer's common stock outstanding as of August 13, 2026, as communicated to the Reporting Persons by the Issuer on that date.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), the beneficial owners of any securities of the Issuer that it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. |
| (c) | Information with respect to all transactions in the shares of Common Stock beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Items 4 and 6, incorporated herein by reference. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Exhibit 99.2 Stock Purchase Agreement, between and among MJG Polo LLC, as Buyer, Compass North Holdings Limited, as Seller, and Stark Focus Group Inc., dated as of June 9, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Commission on July 1, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
MJG Polo LLC |
| Signature: | /s/ John C. Lipman | |
| Name/Title: | John C. Lipman / Manager | |
| Date: | 11/05/2026 |
John C. Lipman |
| Signature: | /s/ John C. Lipman | |
| Name/Title: | John C. Lipman | |
| Date: | 11/05/2026 |
Rosenberg David I. |
| Signature: | /s/ David I. Rosenberg | |
| Name/Title: | David I. Rosenberg | |
| Date: | 11/05/2026 |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of November 5, 2026.
| MJG Polo LLC |
| /s/ John C. Lipman |
| John C. Lipman, Manager |
| John C. Lipman |
|
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| /s/ John Lipman |
| John Lipman |
|
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| David I. Rosenberg |
| /s/ David Rosenberg |
| David Rosenberg |