UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File No.
|
|
|
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation)
5199
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
Tel:
(Address and telephone number of registrant’s executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
|
☐ |
Smaller reporting company |
|
|
Emerging growth company |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes
Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of July 31, 2024: $
The number of shares of registrant’s common stock outstanding as of April 23, 2025 was
|
|
TABLE OF CONTENTS
| 2 |
|
|
| Table of Contents |
PART I
ITEM 1 BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Starguide Group, Inc., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
DESCRIPTION OF OUR BUSINESS
Starguide Group, Inc. was incorporated in the State of Nevada on February 21, 2017 and established a fiscal year end of January 31. We are still in the development stage and as of today we have no revenues, have minimal assets and have incurred losses since inception. We were formed to engage in the distribution of Indian traditional art and crafts from India to individuals and wholesalers around the world. As of today, we have not identified any party to sell our products. Initially, our sole officer and director, Vicky Sharma will market our products. We intend to hire salespersons with good knowledge and connections in our market. The salesperson’s job would be to find potential customers, and to set up agreements with them. We intend to focus on direct marketing efforts whereby our representative will directly contact. We plan to advertise our service and products on different websites and social networks using context ad. We plan to use internet catalogs and use many online marketing tools to direct traffic to our website and identify potential customers. In addition, we are going to issue monthly printed catalog and send it to our clients.
On May 16, 2022, Vicky Sharma, the previous majority shareholder of the Company, entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Northeast International Holdings Limited.
As a result of the acquisition, Northeast International Holdings Limited holds approximately 68% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
Also on May 16, 2022, the previous sole officer and director of the company, Vicky Sharma, resigned his positions with the Company. Upon such resignations, Lu Mei Xian was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company.
| 3 |
|
|
| Table of Contents |
The Company intends to be an incubator of Software as a Service (Saas) startups and is in active discussions with multiple SaaS businesses. The Company’s goal is to identify and locate SaaS businesses with the potential to grow, and to bring them under the Starguide corporate umbrella.
On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings, a corporation organized in Great Britain located in London, in exchange for sixteen thousand dollars ($16,000) on closing. Live Investments Holdings Ltd. owns 100% of Live Lead Tech Ltd, a cloud-based lead generation software corporation organized in Great Britain located in London. As a result of the acquisition of a majority of the issued and outstanding shares of Live Investments Holdings Ltd, the Company have now assumed Live Investments Holdings Ltd’s business operations as a majority-owned subsidiary and on a consolidated basis.
Executive Summary:
Live Lead Tech Ltd is a cloud-based lead generation software company. Its flagship product, LiveLead, is designed to provide businesses with verified leads that are collected automatically from sources like Amazon, Apple, Facebook, Google, LinkedIn, and Twitter. A business lead is defined as a person who is interested in the product or service you sell. Obtaining leads is the first step of the sales cycle and is a major component of any sales-led organization.
LiveLead eliminates the need for businesses of all sizes to hire developers or engage in complex coding in its lead generation efforts., thanks to its user-friendly platform and utilization of technology.
History:
LiveLead is an offshoot of a highly successful product, Boost. Boost was first introduced in 2018 and since its inception, has been making waves in the market with its innovative approach to lead generation. With a focus on social opt-in, Boost has helped countless businesses to gather thousands of leads by providing a simple and intuitive platform for users to sign up for updates, newsletters, and other promotional content. Over the past few years, Boost has established itself as a reliable and trustworthy solution for businesses looking to expand their customer base and grow their revenue.
Boost was launched on the application marketplace AppSumo in 2020 and was met with much fanfare and enthusiasm from the marketing and startup communities. The launch was a major success, with Boost selling several thousand one-time licenses in a matter of weeks. The positive response to Boost's unique approach to lead generation was a testament to the product's value and effectiveness.
At the same time, the founder of Boost recognized that there was still a lot of room for improvement and growth. With this in mind, they decided to spin off Boost into a separate entity and create Live Lead Tech Ltd. The goal of Live Lead Tech is to take the proven success of Boost and build upon it to create an even more powerful and comprehensive solution for businesses looking to maximize their lead generation efforts.
One of the main objectives of LiveLead is to transition Boost from a one-time sale product to a subscription revenue model. This shift will allow LiveLead to provide an even more comprehensive and customized experience for its users, as well as offer additional features and benefits that were not possible with the one-time sale model. Additionally, the subscription revenue model will allow LiveLead to establish a more predictable and sustainable revenue stream, allowing the company to invest more resources into product development and growth.
The history of Boost and the creation of LiveLead is a testament to the founders' commitment to innovation, growth, and providing value to their customers. With a strong foundation in the form of Boost, LiveLead aims to become a major player in the social opt-in lead generation space.
Market Analysis:
A lead is a potential customer who has shown interest in a company's product or service and provided their contact information for future marketing efforts. A lead can be generated through various methods such as filling out a form on a website, attending an event, or responding to an advertisement.
| 4 |
|
|
| Table of Contents |
Lead generation refers to the process of identifying and nurturing leads to the point where they become interested in a company's offerings. Effective lead generation involves creating a strong marketing strategy that attracts potential customers and converting them into leads. This can include tactics such as search engine optimization (SEO), content marketing, email marketing, and social media marketing. The ultimate goal of lead generation is to build a pipeline of qualified leads that can be passed on to sales teams for further nurturing and potential conversion into customers.
The demand for lead generation software is on the rise as businesses seek effective and efficient ways to capture leads. According to a report from July 2021 by The Insight Partners, the global lead generation solution market is projected to experience robust growth from 2021 to 2028, with a CAGR of 17.5% from 2021 to 2028, rising from US$ 3,103.80 million in 2021 to US$ 9,589.11 million by 2028.
The growth of the market can be attributed to several factors, including the increasing demand for lead-generation solutions by small and medium-sized businesses, the popularity of digital marketing and automation technologies, and the rise of e-commerce and the use of social media platforms for marketing purposes.
However, a major challenge for businesses is obtaining genuine and verified leads. Traditional lead generation methods such as collecting information from websites or social media can be time-consuming, inaccurate, and often result in unqualified leads.
Problem Definition:
This presents a significant opportunity for Live Lead Tech Ltd and its lead generation software, LiveLead. The software offers a user-friendly platform that eliminates the need for complicated tools and can be used by businesses of all sizes. LiveLead collects verified leads from sources such as Amazon, Apple, Facebook, Google, LinkedIn, and Twitter, providing businesses with a reliable and efficient way to capture genuine leads.
Social sign-up is a popular feature used by websites and apps to increase their signup conversion rate. The idea behind it is simple: users can sign up using their existing social media accounts, rather than filling out a lengthy form. This not only saves time for the user but also reduces friction in the sign-up process. However, this feature is not commonly used on opt-in forms on websites, where businesses typically ask visitors to provide their name and email address in exchange for something of value, such as a newsletter, an e-book, or a discount.
Businesses are always looking for new ways to collect leads and build their email lists. LiveLead offers a unique solution to this problem by providing businesses with opt-in links that they can place anywhere on their websites or learning pages. These links can be shared on social media, embedded in emails, or even added to QR codes. With LiveLead, businesses can collect email contacts wherever they can place a link, providing them with a new channel to reach their audience and grow their email lists.
Asking people to type their email addresses can be a significant barrier to collecting leads, as it can be a poor user experience. Some people may be hesitant to provide their personal information, while others may simply find the process too time-consuming. LiveLead social opt-in solves this problem by allowing the audience to opt in quickly without typing their name and email address. The audience simply clicks on a LiveLead link and the information is automatically captured. This streamlines the opt-in process and provides a better user experience, making it easier for businesses to collect leads and grow their email lists.
Target Market:
We understand that every business is unique, with its own set of challenges and goals. That's why we have designed our lead generation software to be highly versatile, and capable of catering to businesses of all sizes and industries. Our target market is extensive, and we aim to provide value to small and medium-sized businesses, startups, and large enterprises alike. Leveraging the latest technology, LiveLead provides an effortless and efficient solution for businesses seeking to boost visibility, expand their customer base, and generate high-quality leads. Designed to meet the needs of both new startups and well-established enterprises, the software helps businesses achieve growth goals and succeed in a competitive marketplace. Its user-friendly interface and powerful lead collection capabilities make LiveLead an ideal solution for businesses looking to stay ahead of the curve and enhance their lead generation efforts.
| 5 |
|
|
| Table of Contents |
Products :
Our flagship product, LiveLead, is a powerful and innovative lead-generation software designed to help businesses reach and engage with their target audience more effectively. Utilizing state-of-the-art intelligence technology, LiveLead automatically collects verified leads from sources such as Amazon, Apple, Facebook, Google, LinkedIn, and Twitter. The software is designed with ease of use in mind, and requires no special expertise or coding knowledge to operate, making it accessible to businesses of all sizes and industries.
In addition to LiveLead, we are committed to developing complementary products that will help businesses grow and succeed. One such product idea is the AI Lead Generation Chat Widget, a chat-based lead capture tool that uses AI technology to engage with website visitors and collect their information in real time, increasing the effectiveness of lead generation efforts.
How LiveLead Works:
LiveLead is a cloud-based software that helps businesses collect leads through social sign-up and login APIs. The software is designed to be user-friendly and enables businesses to create opt-in links without needing to code. An opt-in link is a link that visitors can click on to opt-in and subscribe for more information or receive something in exchange, such as an eBook. Opt-in links are similar to opt-in forms, which are used on websites for visitors to enter their email address, but opt-in links do not require the visitor to fill out a form with their information. With LiveLead, businesses can create opt-in buttons and QR codes based on their created opt-in links. Opt-in buttons are graphical elements that are placed on a website, encouraging visitors to click and opt-in.
Opt-in QR codes are two-dimensional barcodes that, when scanned with a smart phone camera, redirect visitors to the opt-in link.
Both opt-in buttons and QR codes can be customized to include the business' own social app credentials and custom domain, or they can choose to use the LiveLead default social apps and domain name.
Once a visitor clicks on an opt-in link, they are directed to a consent screen from the chosen social network, where they can approve or deny the request for their social account information.
If the visitor approves the request, their information, including email address and name, is collected and saved to the database. This information is then displayed on the user's dashboard and, if the user has entered the API key of their CRM or email automation tool, it will be sent to the external integration. The opt-in process also provides the visitor with access to locked resources promised by the business, such as an eBook and a free report.
Additionally, LiveLead offers advanced features for agencies and resellers, such as the ability to create white labeled accounts to sell and set up for their clients, making it a great solution for businesses that want to offer their own branded lead collection services to their customers.
Core Technology:
LiveLead operates on a robust and cost-effective tech stack consisting of MeteorJS, MongoDB, NodeJS, JQuery, and Nginx servers running on Ubuntu. MeteorJS is a full-stack JavaScript platform that provides fast and reactive updates to the user interface, ensuring a seamless and smooth user experience.
MongoDB is a NoSQL document-oriented database that provides high performance and scalability. It stores the lead information collected from the opt-in links, making it easily accessible and retrievable for the business. NodeJS is a JavaScript runtime environment that is designed for building scalable network applications, providing an efficient and effective means for communication between the different components of the software.
JQuery is a fast and concise JavaScript library that simplifies HTML document traversal and manipulation. It is used in LiveLead to add interactivity to the user interface and provide dynamic updates to the web page content. Nginx is a high-performance HTTP server that provides efficient request handling and is designed for web applications. It is used in LiveLead to handle incoming HTTP requests, providing fast and reliable response times.
The combination of these technologies provides a powerful and scalable solution for businesses looking to collect leads through social sign-up and login APIs.
| 6 |
|
|
| Table of Contents |
Different Offers:
LiveLead offers two different options for businesses to choose from:
Done-for-you Social Opt-in: This option is designed for businesses that want to collect leads without having to do it themselves. LiveLead will handle the creation of opt-in links and the synchronization of leads to different CRMs or email marketing tools.
Do it Yourself SaaS Tool: This option is designed for businesses that want to have more control over the creation of their opt-in links and the synchronization of leads. With this option, businesses have access to the full range of LiveLead's features and can create their own opt-in links and configure the synchronization of leads to their desired CRM or email marketing tool.
How We Will Sell LiveLead:
Currently at the initial stages of our growth, we rely on a combination of direct and indirect sales channels to market and sell our flagship product, LiveLead. Our direct sales approach will involve reaching out to businesses and providing personalized demonstrations of the software, highlighting its key features and benefits, and ultimately closing deals. As we grow and establish ourselves in the market, we plan to expand our direct sales team, bringing on talented and experienced sales professionals who can effectively communicate the value of LiveLead to businesses of all sizes and industries.
In addition to direct sales, we will also leverage indirect sales channels to reach a wider audience and increase brand awareness. This will include building strategic partnerships with marketing agencies, technology firms, and other companies that serve the business community. Our goal is to develop mutually beneficial relationships that will allow us to access new markets, increase our visibility, and generate more leads.
To further incentivize businesses to try our software, we are offering a free trial period, giving businesses the opportunity to test the platform and see the results for themselves before committing to a purchase. This approach allows us to demonstrate the value of LiveLead and provides businesses with the peace of mind that comes with knowing that they are making an informed decision.
Where Do We Think Our Business Will Come From:
As a development company, we are constantly seeking out the most effective channels for reaching and connecting with our target market. While we have a solid understanding of the sales channels we plan to utilize, we understand the importance of being flexible and adaptable in the early stages of our business. That's why we are continually testing and exploring new opportunities for growth. Our goal is to identify the channels that are most effective for reaching our target market and scaling our business over time. In addition to the traditional sales channels, we are also exploring innovative marketing strategies and utilizing the latest technology to enhance our reach and impact. Our approach is to be proactive, innovative, and always looking for new and effective ways to grow our business and reach our target customers.
Business model:
Live Lead Tech's business model is based on providing businesses with innovative solutions for lead generation. The company aims to streamline the lead generation process and make it more efficient for businesses.
The revenue model for LiveLead Tech is a subscription-based model where businesses pay a monthly or annual fee for access to the platform and its features. The fee structure will vary based on the number of opt-in links used, the number of leads generated, and
In addition to the subscription fee, LiveLead Tech may also earn revenue through partnerships with other businesses in the marketing and lead generation space. The company may offer referral fees or commissions to these partners for any business they refer to Live Lead Tech.
Live Lead Tech's target market includes small to medium-sized businesses that are looking to increase their lead generation efforts. The company's solution is ideal for businesses in a variety of industries, including real estate, e-commerce, education, and healthcare.
By offering a unique and user-friendly solution for lead generation, LiveLead Tech aims to differentiate itself from its competitors and become a leader in the market. The company will invest in marketing and sales efforts to drive awareness and adoption of its platform among its target market.
| 7 |
|
|
| Table of Contents |
Other Sources of Revenue
In addition to the main service offerings, Live Lead Tech has identified other sources of revenue that can complement our core business and provide additional value to our customers. One such opportunity is affiliate commissions from selling other companies' products to our business customers.
By partnering with complementary businesses and promoting their products through our platform and customer base, we can earn a commission on any sales that result. This can provide a mutually beneficial relationship, as it allows our partners to tap into a new audience and gain exposure to potential customers, while we can generate additional revenue without having to directly develop or market the products ourselves.
To capitalize on this opportunity, we plan to carefully select partner businesses that offer products that align with our customer base and align with our mission to provide value to our customers. We will negotiate favorable terms with our partners to ensure that we receive a fair commission on any sales generated and will provide ongoing support and marketing efforts to drive success for both ourselves and our partners.
In addition, we will explore other revenue sources that may complement our core business, such as offering premium features or additional services to our customers or exploring new markets and customer segments. Our goal is to continuously evolve our business and find new ways to drive growth and create value for our customers.
Strategic Plan:
Key success factors for a leading global business lead generation technology brand
The lead generation technology industry is rapidly growing with companies competing to provide the most effective and efficient solutions for businesses. Based on market research and the expertise of the Live Lead Tech management team, the company believes it can capture a significant market share in this industry. The following aspects are key elements of Live Lead Tech's strategic plan:
|
|
· |
To provide a user-friendly platform that can be easily accessible to businesses of all sizes; |
|
|
· |
To utilize cutting-edge technology and data analytics to generate high-quality leads for business customers; |
|
|
· |
To offer customized lead generation solutions based on the specific needs of each business customer; |
|
|
· |
To have a strong network of partnerships and integrations with other lead generation and marketing technology tools; |
|
|
· |
To provide exceptional customer service and support to ensure customer satisfaction and retention; |
|
|
· |
To continuously innovate the platform and create new products to stay ahead of the competition. |
Live Lead Tech understands that success in this industry requires a combination of global reach and local responsiveness. The company plans to structure its operations as a global holding company with a network of subsidiary or affiliate partners in key markets. This will allow Live Lead Tech to tap into local market networks and offer tailored lead generation solutions while also leveraging economies of scale in technology and data infrastructure.
Positioning strategy: “Leader in social opt-in”
As the demand for data privacy and opt-in solutions increases, it becomes crucial for startups like Live Lead Tech to establish a clear branding and positioning strategy in order to attract potential customers and partners. Live Lead Tech aims to be at the forefront of this trend by offering a cutting-edge SaaS tool that streamlines the social opt-in process for businesses.
In order to achieve our goal of becoming the leader in social opt-in, we plan to leverage our reputation as a startup that is dedicated to educating the market about the importance and benefits of this approach. Our commitment to providing top-notch customer support and our willingness to collaborate with partners will set us apart from the competition.
Additionally, we will adopt industry-leading marketing strategies to explain the value of our solution, using plain language and real-world examples to showcase how our tool can help businesses achieve their goals. Our marketing strategy will be fueled by a budget that allows us to be aggressive and creative and will include a cooperative marketing program with partners.
| 8 |
|
|
| Table of Contents |
Live Lead Tech values transparency, connection, and a focus on delivering value to our customers. These values will be at the core of our brand and will guide all of our business decisions as we work to establish ourselves as the go-to solution for social opt-in.
Product strategy: "Reliable and trustworthy SaaS tool for social opt-in"
At Live Lead Tech, our SaaS tool for social opt-in is one of the most crucial assets of the company. With our experience in the market, we aim to position ourselves as a reliable and trustworthy solution for businesses. To maintain our leading position, the following strategic developments will be required:
|
|
· |
Expand our offering with new and innovative features; |
|
|
|
|
|
|
· |
Enhance the user experience by incorporating feedback from our customers; |
|
|
|
|
|
|
· |
Make our SaaS tool accessible and easy to use for businesses of all sizes; and |
|
|
|
|
|
|
· |
Maintain the highest level of security and privacy for our users. |
In addition to these developments, we recognize the importance of educating the market about social opt-in. This includes creating resources for businesses to understand the benefits of using our tool, as well as demonstrating the value we bring to the market.
With our focus on providing a reliable and trustworthy solution, Live Lead Tech is dedicated to continuously improving our SaaS tool to meet the market’s evolving needs.
Other Relevant Information:
LiveLead is designed to be a low-maintenance solution for businesses, with minimal costs for LiveLead Tech Ltd. The software is user-friendly, cloud-based, and requires no special expertise or coding knowledge to operate, making it easy for businesses to get started. The fully customizable platform allows businesses to tailor the system to their specific needs. Additionally, the opt-in links within LiveLead are unique and powerful for lead generation, as they can be placed anywhere online. To ensure success for businesses using LiveLead, we plan to offer a comprehensive support program, providing resources and guidance as needed.
Additionally, Starguide Group Inc is actively in negotiations to acquire Software as a Service (SaaS) companies with a view towards being an active incubator for these startups. Our team is very active in these negotiations and are in the concluding stages of finalizing agreement for another SaaS company. Live Lead Tech Ltd has also generated its first revenues and the company expects further growth in the very near future.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business.
| 9 |
|
|
| Table of Contents |
We have designed our business applications to
As of January 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
| 10 |
|
|
| Table of Contents |
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION
As of April 23, 2025, the 2,868,000 issued and outstanding shares of common stock were held by a total of 3 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual 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 Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
| 11 |
|
|
| Table of Contents |
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction with our financial statements for the year ended January 31, 2025 and 2024, which are included herein.
|
|
|
Year Ended |
|
|
|
|
|
|
|
|||||||
|
|
|
January 31, |
|
|
|
|
|
|
|
|||||||
|
|
|
2025 |
|
|
2024 |
|
|
Changes |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
|
$ | 2,132 |
|
|
$ | 4,370 |
|
|
$ | (2,238 | ) |
|
(51 |
%) |
|
|
Cost of Sales |
|
|
1,896 |
|
|
|
539 |
|
|
|
1,357 |
|
|
|
252 | % |
|
Gross Profit |
|
|
236 |
|
|
|
3,831 |
|
|
|
(3,595 | ) |
|
(94 |
%) |
|
|
Operating Expenses |
|
|
(84,147 | ) |
|
|
(112,821 | ) |
|
|
28,674 |
|
|
(25 |
%) |
|
|
Other Expense |
|
|
(6,801 | ) |
|
|
(93,355 | ) |
|
|
86,554 |
|
|
(93 |
%) |
|
|
Net Loss |
|
$ | (90,712 | ) |
|
$ | (202,345 | ) |
|
$ | 111,633 |
|
|
(55 |
%) |
|
Our audited financial statements report a net loss of $90,712 for the year ended January 31, 2025 compared to a net loss of $202,345 for the year ended January 31, 2024. The decrease in net loss during the year ended January 31, 2025 was mainly due to an decrease in the operating expenses and other expenses.
During the year ended January 31, 2025 and 2024, the Company recognized gross revenue of $2,132 and $4,370 and incurred cost of sales of $1,896 and $539, resulting in gross profit of $236 and $3,831, respectively.
Our operating expenses for the year ended January 31, 2025 were $84,147 compared to $112,821 for the year ended January 31, 2024. The decrease in operating expenses was mainly due to an decrease in depreciation on plant and equipment and professional fees includes audit and accounting fees.
Our other expenses for the year ended January 31, 2025 were $6,801 compared to $93,355 for the year ended January 31, 2024. During the year ended January 31, 2024, the Company incurred impairment loss on software of $69,841 and impairment loss on goodwill of $26,319.
Liquidity and Financial Condition
Working Capital
|
|
|
As of |
|
|
As of |
|
|
|
|
|
|
|
||||
|
|
|
January 31, |
|
|
January 31, |
|
|
|
|
|
|
|
||||
|
|
|
2025 |
|
|
2024 |
|
|
Changes |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Current Assets |
|
$ | 4 |
|
|
$ | 161 |
|
|
$ | (157 | ) |
|
(98 |
%) |
|
|
Current Liabilities |
|
$ | 338,626 |
|
|
$ | 252,581 |
|
|
$ | 86,045 |
|
|
|
34 | % |
|
Working Capital Deficiency |
|
$ | (338,622 | ) |
|
$ | (252,420 | ) |
|
$ | (86,202 | ) |
|
|
34 | % |
Our total current assets as of January 31, 2025 were $4 as compared to total current assets of $161 as of January 31, 2024 due to a decrease in cash.
Our total current liabilities as of January 31, 2025 were $338,626 as compared to total current liabilities of $252,581 as of January 31, 2024. The increase was primarily due to an increase in convertible notes, due to related parties and accrued interest.
Our working capital deficit at January 31, 2025 was $338,622 as compared to working capital deficit of $252,420 as of January 31, 2024. The increase in working capital deficiency was mainly attributed to an increase in convertible notes, due to related parties and accrued interest.
| 12 |
|
|
| Table of Contents |
Cash Flows
Operating Activities
|
|
|
Year Ended |
|
|
|
|
|
|
|
|||||||
|
|
|
January 31, |
|
|
|
|
|
|
|
|||||||
|
|
|
2025 |
|
|
2024 |
|
|
Changes |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cash flows used in operating activities |
|
$ | (58,943 | ) |
|
$ | (65,726 | ) |
|
$ | 6,783 |
|
|
(10 |
%) |
|
|
Cash flows used in investing activities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Cash flows provided by financing activities |
|
|
57,826 |
|
|
|
60,161 |
|
|
|
(2,335 | ) |
|
(4 |
%) |
|
|
Effect of exchange rate changes on cash |
|
|
1,080 |
|
|
|
2,673 |
|
|
|
(1,593 | ) |
|
(60 |
%) |
|
|
Net changes in cash |
|
$ | (37 | ) |
|
$ | (2,892 | ) |
|
$ | 2,855 |
|
|
(99 |
%) |
|
Net cash used in operating activities was $58,943 for the year ended January 31, 2025 compared with net cash used in operating activities of $65,726 during the prior year.
During the year ended January 31, 2025, the net cash used in operating activities was attributed to net loss of $90,712 reduced by depreciation of $580 and changes in operating assets and liabilities of $31,189.
During the year ended January 31, 2024, the net cash used in operating activities was attributed to net loss of $202,345 reduced by depreciation of $12,386, impairment loss on software of $69,841, impairment loss on goodwill of $26,319, changes in operating assets and liabilities of $31,055, and increased by accounts payable written off of $2,982.
Investing Activities
During the year ended January 31, 2025 and 2024, the Company had no investing activities.
Financing Activities
During the year ended January 31, 2025 and 2024, net cash from financing activities was $57,826 and $60,161, respectively.
During the year ended January 31, 2025, we received proceeds from issuance of convertible notes to non-affiliate of $54,926 and proceeds from related parties of $2,900.
During the year ended January 31, 2024, we received proceeds from issuance of convertible notes to non-affiliate of $48,861 and proceeds from related parties of $11,300.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations.
| 13 |
|
|
| Table of Contents |
Material Commitments
As of the date of this Annual Report, we do not have any material commitments.
Off-Balance Sheet Arrangements
As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors’ report accompanying our January 31, 2025 and January 31, 2024 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
| 14 |
|
|
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Report of Independent Registered Public Accounting Firm (ID #
|
F-2 |
||
|
|
|||
|
Consolidated Balance Sheets as of January 31, 2025 and January 31, 2024 |
F-3 |
|
|
|
|
|||
|
Consolidated Statements of Operations for the years ended January 31, 2025 and January 31, 2024 |
F-4 |
|
|
|
|
|||
|
F-5 |
|
||
|
Consolidated Statements of Cash Flows for the years ended January 31, 2025 and January 31, 2024 |
F-6 |
||
|
F-7 |
| F-1 |
|
|
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Starguide Group, Inc.
300 E, 2nd Stree Suite 1510 PMB 5010
Reno, NV 89501
Opinion on the Consolidated Financial Statements
We have audited the accompanying balance sheets of Starguide Group, Inc. (the Company) as of January 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Entity’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a net loss of $90,712 for the year ended January 31, 2025 and and negative operating cash flow of $58,943. The Company’s current liabilities exceeded its current assets by $388,622, has an accumulated deficit of $344,570 and shareholders’ deficit of $337,149. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee or to those charged with governance and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical matters.
/s/ JP CENTURION & PARTNERS PLT
We have served as the Company’s auditor since 2023.
April 29, 2025
| F-2 |
|
|
| Table of Contents |
STARGUIDE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2025 AND 2024
|
|
|
January 31, |
|
|
January 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
Assets |
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
|
||
|
Cash |
|
$ |
|
|
|
$ |
|
|
|
Accounts receivable |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment, net |
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
|
|
|
$ |
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
Due to related parties |
|
|
|
|
|
|
|
|
|
Convertible notes |
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit: |
|
|
|
|
|
|
|
|
|
Common stock, $
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
Accumulated deficit |
|
|
(
|
) |
|
|
(
|
) |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
(
|
) |
|
Total deficit attributed to Starguide Group, Inc. |
|
|
(
|
) |
|
|
(
|
) |
|
Deficit attributed to non-controlling interest |
|
|
(
|
) |
|
|
(
|
) |
|
Total Stockholders' Deficit |
|
|
(
|
) |
|
|
(
|
) |
|
Total Liabilities and Stockholders' Deficit |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
|
|
| Table of Contents |
STARGUIDE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JANUARY 31, 2025 AND 2024
|
|
|
Year Ended |
|
|||||
|
|
|
January 31, |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
||
|
Revenue |
|
$ |
|
|
|
$ |
|
|
|
Cost of Sales |
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
|
|
|
|
Management salaries - related party |
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
Impairment loss on software |
|
|
|
|
|
|
(
|
) |
|
Impairment loss on goodwill |
|
|
|
|
|
|
(
|
) |
|
Accounts payable written off |
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(
|
) |
|
|
(
|
) |
|
Foreign exchange transaction gain (loss) |
|
|
(
|
) |
|
|
|
|
|
Total other income (expense) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
(
|
) |
|
|
(
|
) |
|
Less: Net loss attributable to non-controlling interest |
|
|
(
|
) |
|
|
(
|
) |
|
Net loss attributable to Starguide Group, Inc. |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Foreign currency adjustment |
|
|
|
|
|
|
(
|
) |
|
Total comprehensive loss |
|
|
(
|
) |
|
|
(
|
) |
|
Less: Comprehensive loss (income) attributable to noncontrolling interests |
|
|
(
|
) |
|
|
|
|
|
Net comprehensive loss attributed to stockholders of Starguide Group, Inc. |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share: |
|
|
|
|
|
|
|
|
|
Net loss per common share |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
|
|
| Table of Contents |
STARGUIDE GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED JANUARY 31, 2025 AND 2024
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
Comprehensive |
|
|
|
|
Non- |
|
|
Total |
|
||||||||||||
|
|
|
Number of Shares |
|
|
Amount |
|
|
Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Income (Loss) |
|
|
Total |
|
|
controlling Interest |
|
|
Stockholders' Deficit |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance - January 31, 2023 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Balance - January 31, 2024 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Balance - January 31, 2025 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
|
|
| Table of Contents |
STARGUIDE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JANUARY 31, 2025 AND 2024
|
|
|
Year Ended |
|
|||||
|
|
|
January 31, |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
||
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
|
Net loss |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
Impairment loss on software |
|
|
|
|
|
|
|
|
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
Accounts payable written off |
|
|
|
|
|
|
(
|
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
|
|
|
(
|
) |
|
Accounts payable and accrued liabilities |
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
Management salary payable |
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of convertible notes to non-affiliate |
|
|
|
|
|
|
|
|
|
Proceeds from related parties |
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(
|
) |
|
|
(
|
) |
|
Cash and cash equivalents - beginning of period |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
|
Cash paid for income taxes |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
|
|
| Table of Contents |
STARGUIDE GROUP, INC.
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Starguide Group, Inc. was incorporated in the State of Nevada on February 21, 2017 and established a fiscal year end of January 31.
The Company intends to be an incubator of Software as a Service (Saas) startups and is in active discussions with multiple SaaS businesses. The Company’s goal is to identify and locate SaaS businesses with the potential to grow, and to bring them under the Starguide corporate umbrella.
On December 8, 2022, the Company acquired
NOTE 2 – GOING CONCERN UNCERTAINTY
As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $
Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Company’s fiscal year end is January 31.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its 80% owned subsidiaries of Live Investments Holdings Ltd. which owns 100% of Live Lead Tech Ltd. All material intercompany balances and transactions have been eliminated.
Foreign Currency Translations
The Company’s functional and reporting currency is the U.S. dollar. The functional currency of Live Investments Holdings Ltd. and Live Lead Tech Ltd. is the Great British Pounds (GBP). All transactions initiated GBP are translated into U.S. dollars in accordance with ASC 830-30, ” Translation of Financial Statements,” as follows:
|
|
1) |
Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. |
|
|
|
|
|
|
2) |
Equity at historical rates. |
|
|
|
|
|
|
3) |
Revenue and expense items at the average rate of exchange prevailing during the period. |
| F-7 |
|
|
| Table of Contents |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
|
|
|
Year Ended |
|
|
Year Ended |
|
||
|
|
|
January 31, |
|
|
January 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
Spot GBP: USD exchange rate |
|
|
1.2417 |
|
|
|
1.2712 |
|
|
Average GBP: USD exchange rate |
|
|
1.2749 |
|
|
|
1.2478 |
|
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations
In accordance with ASC 805-10, “ Business Combinations ”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had cash of $
Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.
Accounts Receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
| F-8 |
|
|
| Table of Contents |
As of January 31, 2025 and January 31, 2024, the Company had accounts receivable of $
Related Parties
We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (see Note 5)
Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
|
Level 1 - |
quoted prices in active markets for identical assets or liabilities |
|
|
|
|
Level 2 - |
quoted prices for similar assets and liabilities in active markets or inputs that are observable |
|
|
|
|
Level 3 - |
inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606,” Revenue Recognition ” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company’s revenue derives from software product sales, advertising and direct product sales. During year ended January 31, 2025 and 2024, the Company recognized gross revenue of $
| F-9 |
|
|
| Table of Contents |
Plant and Equipment
Plant and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
|
Office Equipment |
|
|
|
|
|
|
|
Computer Equipment |
|
|
|
|
|
|
|
Computer Software |
|
|
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of plant and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In the last financial year ended January 31, 2024, impairment loss on computer software of $
Impairment of tangible and intangible assets
Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. The asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.
Goodwill
We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.
The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.
On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings, which generated goodwill of $
Based on the Company’s analysis of goodwill as of January 31, 2024, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was fully impaired and impairment loss on goodwill of $
| F-10 |
|
|
| Table of Contents |
Net Income (Loss) per Share
The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.
For the year ended January 31, 2025 and 2024, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive:
|
|
|
January 31, |
|
|
January 31, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
(Shares) |
|
|
(Shares) |
|
||
|
Convertible note payable |
|
|
|
|
|
|
|
|
As of January 31, 2025 and January 31, 2024, the total convertible shares from convertible notes totaling $
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position.
| F-11 |
|
|
| Table of Contents |
Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements.
Recent Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
NOTE 4 – GOODWILL
|
January 31, 2022 |
|
$ |
|
|
|
Additions |
|
|
|
|
|
January 31, 2023 |
|
$ |
|
|
|
Impairment |
|
|
(
|
) |
|
January 31, 2024 |
|
$ |
|
|
On December 8, 2022, the Company acquired
Based on the Company’s analysis of goodwill as of January 31, 2024, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was fully impaired and impairment loss on goodwill of $
NOTE 5 – PROPERTY AND EQUIPMENT
As of January 31, 2025 and January 31, 2024, the plant and equipment consisted of the following:
|
Cost |
|
Office Equipment |
|
|
Computer Equipment |
|
|
Computer Software |
|
|
Total |
|
||||
|
January 31, 2023 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Impairment |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
Foreign Exchange Adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Foreign Exchange Adjustment |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
January 31, 2025 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
Office Equipment |
|
|
Computer Equipment |
|
|
Computer Software |
|
|
Total |
|
||||
|
January 31, 2023 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
Foreign Exchange Adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Exchange Adjustment |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
January 31, 2025 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
Office Equipment |
|
|
Computer Equipment |
|
|
Computer Software |
|
|
Total |
|
||||
|
January 31, 2023 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
January 31, 2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
January 31, 2025 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
| F-12 |
|
|
| Table of Contents |
During the year ended January 31, 2024, computer software of $
Depreciation expense for the year ended January 31, 2025 and 2024 amounted to $
NOTE 6 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, the Company has been relying on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. These loans are due on demand and non-interest bearing.
During the year ended January 31, 2025 and 2024, Northeast International Holdings Limited, majority shareholder of the Company upon the change of control on May 16, 2022, advanced $
During the year ended January 31, 2025, the Company incurred net management salary of $
As of January 31, 2025 and January 31, 2024, the total amount due to related parties was $
NOTE 7 – EQUITY
Authorized Stock
The Company’s authorized common stock consists of
Common Stock
As of January 31, 2025 and January 31, 2024, the issued and outstanding common stock was
NOTE 8 – CONVERTIBLE NOTES
On July 31, 2023, the Company issued a convertible note to a non-affiliate of $
| F-13 |
|
|
| Table of Contents |
On October 31, 2023, the Company issued a convertible note to a non-affiliate of $
On January 31, 2024, the Company issued a convertible note to a non-affiliate of $
On April 30, 2024, the Company issued a convertible note to a non-affiliate of $
On July 31, 2024, the Company issued a convertible note to a non-affiliate of $
On October 31, 2024, the Company issued a convertible note to a non-affiliate of $
On January 31, 2025, the Company issued a convertible note to a non-affiliate of $
During the year ended January 31, 2025 and 2024, the note interest was $
As of January 31, 2025 and January 31, 2024, the convertible note was $
NOTE 9 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: Software as a Service (Saas) business. The Saas segment is comprised of the Company’s identifying and locating SaaS businesses with the potential to grow, bringing them under the Starguide corporate umbrella. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The accounting policies of the Saas entertainment segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the Saas segment based on the Company’s net loss as reported in the Consolidated Statements of Operations. The Company’s segment assets are reported on the Consolidated Balance Sheets.
The CODM reviews performance based on gross profit, operating profit and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue from its 80% owned subsidiary outside of Great Britian.
NOTE 10 – INCOME TAX
The Company provides for income taxes under ASC 740, “ Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
| F-14 |
|
|
| Table of Contents |
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory federal income tax rate at
|
|
|
Year Ended |
|
|
Year Ended |
|
||||||||||||||||||
|
|
|
January 31, 2025 |
|
|
January 31, 2024 |
|
||||||||||||||||||
|
|
|
USA |
|
|
UK |
|
|
Total |
|
|
USA |
|
|
UK |
|
|
Total |
|
||||||
|
Net operating loss carryforward |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Statutory tax rate |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Deferred tax asset |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Less: Valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred asset |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
As of January 31, 2025, the Company has approximately $
Utilization of the NOL carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.
Tax returns for the years ended 2018 through 2025 are subject to review by the tax authorities.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to January 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| F-15 |
|
|
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
| 15 |
|
|
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, age and titles of our executive officer and director are as follows:
|
Name and Address |
|
Age |
|
Positions |
|
Lu Mei Xian Guangxi Province, Laibin City, Xing-bin District, Qiao-fan cun, Qiao-fan jie 190 hao, 546100 China |
|
62 |
|
President, Secretary, Chief Financial Officer, Chief Executive Officer, Sole Director |
|
|
|
|
|
|
|
Lo Xuan Hoang 3103, S1, Sunshine City, Dong Ngac Ward, Bac Tu Liem District, Hanoi, Vietnam |
|
40 |
|
Chief Executive Officer of Live Lead Tech Ltd. |
Background Information About Our Officers and Directors
Lu Mei Xian has an extensive background in finance and corporate management, and previously served as the Financial Controller of Qingdao Liyongfa Logistics Co. Ltd. from March 2011 to 2020. Prior to this appointment, Miss Lu served as financial operations manager in Hongquan Unitop Logistics Co.
Lo Xuan Hoang is an entrepreneur passionate about building software products and digital businesses. Prior to being the CEO of Live Lead Tech Ltd, Mr Hoang was the CEO and Founder of Boost, a successful SaaS product focused on lead generation and affiliate marketing for the digital industry. Before starting Boost, Mr Hoang founded Vici, a social network that helps achieve their life goals through challenges, education, and motivation. Mr Hoang received his education at Aspire2 International studying Business Management.
Family Relationships
There are no family relationships between any of our officers and directors.
Legal Proceedings
To our knowledge, (i) no director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years; (ii) no director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years; (iii) no director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years; and (iv) no director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
|
16 |
|
|
| Table of Contents |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers, and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish us with copies of all reports filed by them in compliance with Section 16(a). We are required to disclose delinquent filings of reports by such persons.
Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors, and 10% or greater beneficial stockholders were met during the fiscal years ended January 31, 2024 and 2023.
Corporate Governance
Board Committees and Charters
Our board of directors does not maintain a separate audit, nominating and corporate governance or compensation committee. Functions customarily performed by such committees are performed by our board of directors as a whole. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee.
Code of Business Conduct
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.
Board Diversity
While we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background, reputation, type and length of business experience of our board of directors members, as well as, a particular nominee’s contributions to that mix. Our board of directors believes that diversity brings a variety of ideas, judgments, and considerations that can benefit our stockholders and us.
Stockholder Communications
We do not have a formal policy regarding communications with our board of directors, or for the consideration of director candidates recommended by stockholders. To date, no stockholders have made any such recommendations.
|
17 |
|
|
| Table of Contents |
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended January 31, 2025 and January 31, 2024:
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualified |
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
Deferred |
|
|
All |
|
|
|
|||||||||||||||
|
|
|
|
Year |
|
|
|
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Compensation |
|
|
Other |
|
|
|
||||||||||||
|
Name |
|
Positions |
|
Ended |
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Earnings |
|
|
Compensation |
|
|
Totals |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Lu Mei Xian |
|
President, Secretary, CEO, CFO, Director |
|
1/31/2025 |
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
|
|
|
|
1/31/2024 |
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
Hoang Lo |
|
Director of Live Investments Holdings |
|
1/31/2025 |
|
$ | 24,000 |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | 24,000 |
|
|
|
|
|
|
1/31/2024 |
|
$ | 19,152 |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | 19,152 |
|
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
Changes In Control
We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially based on 2,868,000 shares issued and outstanding as of April 23, 2025 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
|
Title of Class |
|
Name and Address of Beneficial Owner |
|
Amount and Nature of Beneficial Ownership |
|
Percent of class |
|
|
|
Common Stock |
|
Northeast International Holdings Limited 2nd Floor College House 17 King Edwards Road, Ruislip, London U.K. HA4 7AE |
|
2,000,000 shares of common stock (direct) |
|
|
69.73 | % |
|
Directors and Executive Officers as a Group |
|
|
|
2,000,000 shares of common stock (direct) |
|
|
69.73 | % |
The percent of class is based on 2,868,000 shares of common stock issued and outstanding as of April 23, 2025.
| 18 |
|
|
| Table of Contents |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
During the year ended January 31, 2025 and 2024, Northeast International Holdings Limited, majority shareholder of the Company upon the change of control on May 16, 2022, advanced $2,900 and $10,300 to the Company to support operating cost. As of January 31, 2025 and January 31, 2024, the amount due to the majority shareholder of the Company was $158,060 and $157,905, respectively.
During the year ended January 31, 2025, the Company incurred net management salary of $24,000. During the year ended January 31, 2024, the Company incurred net management salary of $23,152 from February to January 2024 with gross amount of $19,152 offset by reversal of over-accrued amount of $4,000 during the year ended January 31, 2023. During the year ended January 31, 2024, director of Live Investments Holding Ltd. advanced $1,000 to the Company to support operating cost. As of January 31, 2025 and January 31, 2024, the amount due to the director of Live Investments Holding Ltd. was $46,409 and $22,514, respectively.
As of January 31, 2025 and January 31, 2024, the total amount due to related parties was $204,469 and $180,419, respectively.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our director will continue to approve any related party transaction.
Director Independence
Our Board of Directors is currently composed of a single member, Lu Mei Xian, who does not qualify as an independent director in accordance with the NASDAQ Listing Rule 5605(a)(2).
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended January 31, 2025 and for fiscal year ended January 31, 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
|
|
Year Ended |
|
|
Year Ended |
|
||
|
|
|
January 31, |
|
|
January 31, |
|
||
|
Fee Category |
|
2025 |
|
|
2024 |
|
||
|
Audit Fees |
|
$ | 16,000 |
|
|
$ | 15,500 |
|
|
Audit-Related Fees |
|
|
- |
|
|
|
- |
|
|
Tax Fees |
|
|
- |
|
|
|
- |
|
|
|
|
|
16,000 |
|
|
|
15,500 |
|
|
All Other Fees |
|
|
- |
|
|
|
- |
|
|
Total Fees |
|
$ | 16,000 |
|
|
$ | 15,500 |
|
Audit committee policies & procedures
We do not currently have a standing audit committee. The above services were approved by our Board of Directors.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
| 19 |
|
|
| Table of Contents |
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
|
101.INS |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
| 20 |
|
|
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
STARGUIDE GROUP, INC. |
||
|
|
|
|
|
|
Dated: April 29, 2025 |
By: |
/s/ Lu ei Xian |
|
|
|
|
Lu Mei Xian |
|
|
|
|
President, Chief Executive Officer, |
|
|
|
|
Chief Financial Officer, Treasurer, Secretary and Director |
|
|
|
|
(Principal Executive Officer, Principal Financial Officer and |
|
|
|
|
Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Dated: April 29, 2025 |
/s/ Lu Mei Xian |
||
|
|
|
Lu Mei Xian |
|
|
|
|
President, Chief Executive Officer, |
|
|
|
|
Chief Financial Officer, Treasurer, Secretary and Director |
|
|
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
| 21 |