U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2023~~2024

☐ 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. 333-237681

Starguide Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

5199

(Primary Standard Industrial Classification Code Number)

61-1817627

(IRS Employer Identification No.)

300 E 2nd St

Ste 1510 PMB 5010

Reno, NV 89501

Tel: 702-664-0097

(Address and telephone number of registrant’s principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act: ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

2,868,000 shares of common stock as of ~~December~~June 63, ~~2023~~2024.

	STARGUIDE GROUP, INC.
PART I	FINANCIAL INFORMATION
ITEM 1	Financial Statements (Unaudited)	3
ITEM 2	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	1615
ITEM 3	Quantitative And Qualitative Disclosures About Market Risk	2018
ITEM 4	Controls And Procedures	2018
PART II	OTHER INFORMATION
ITEM 1	Legal Proceedings	2119
ITEM 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	2119
ITEM 3	Defaults Upon Senior Securities	2119
ITEM 4	Mine Safety Disclosures	2119
ITEM 5	Other Information	2119
ITEM 6	Exhibits	2220
	Signatures	2321

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND JANUARY 31, ~~2023~~ 2024

(Unaudited)

	October 31,			January 31,
	April 30,			January 31,
	2023			2023
	2024			2024
Assets
Current assets:
Cash	$	~~117~~24		$	~~2,933~~41
Total current assets		117			2,933
Accounts receivable		-			120
Property and equipment, net		72,950			83,202
Total current assets		24			161
Goodwill		26,319			26,319
Plant and equipment, net		1,910			2,085
Total Assets	$	991,~~386~~934		$	~~112~~2,~~454~~246
Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	1215,~~965~~100		$	621,~~104~~922
Accrued interest		~~607~~2,295			-1,379
Due to related parties		~~167~~184,~~688~~957			~~151~~180,~~501~~419
Convertible notes		4070,~~261~~987			-48,861
Total Liabilities		~~221~~273,~~521~~339			~~157~~252,~~605~~581
Stockholders’ Deficit:
Common stock, $0.001 par value, 75,000,000 shares authorized; 2,868,000 shares issued and outstanding		2,868			2,868
Additional paid-in capital		35,839			35,839
Accumulated deficit		(~~150~~281,~~730~~434	)		(78259,~~327~~592	)
Accumulated other comprehensive income (loss)		661			(175	)
Accumulated other comprehensive loss		(713	)		(2,446	)
Total deficit attributed to Starguide Group, Inc.		(~~111~~243,~~362~~440	)		(39223,~~795~~331	)
Deficit attributed to non-controlling interest		(1027,~~773~~965	)		(527,~~356~~004	)
Total Stockholders' Deficit		(~~122~~271,~~135~~405	)		(45250,~~151~~335	)
Total Liabilities and Stockholders' Deficit	$	991,~~386~~934		$	~~112~~2,~~454~~246

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

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STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	October 31,						October 31,
	April 30,
	2023			2022			2023			2022
	2024			2023
Revenue	$	~~375~~108		$	-1,786		$	~~3,560~~		$	-
Operating expenses
Cost of Sales		34			-
General and administrative expenses		14,730			6,173			68,717			19,917
Gross Profit		74			1,786
Management salaries - related party		12,000			-			13,152			-
Operating expenses
Total operating expenses		26,730			6,173			81,869			19,917
General and administrative expenses		16,097			19,581
Loss from operations		(26,355	)		(6,173	)		(78,309	)		(19,917	)
Management salaries - related party		6,000			1,152
Other income (expense):
Total operating expenses		22,097			20,733
Other income		135			-			539			-
Loss from operations		(22,023	)		(18,947	)
Interest Expense		(607	)		-			(607	)		-
Other income (expense)
Foreign exchange transaction gain (loss)		(103	)		-			348			-
Other income		3			390
Total other income (expense)		(575	)		-			280			-
Interest expense		(916	)		(25	)
Loss before income taxes		(26,930	)		(6,173	)		(78,029	)		(19,917	)
Foreign exchange transaction loss		(300	)		-
Income tax provision		-			-			-			-
Total other (expense) income		(1,213	)		365
Net Loss		(26,930	)		(6,173	)		(78,029	)		(19,917	)
Loss before income taxes		(23,236	)		(18,582	)
Less: Net loss attributable to non-controlling interest		(3,544	)		-			(5,626	)		-
Income tax provision		-			-
Net loss attributable to Starguide Group, Inc.	$	(23,386	)	$	(6,173	)	$	(72,403	)	$	(19,917	)
Net Loss		(23,236	)		(18,582	)
Comprehensive loss
Less: Net loss attributable to non-controlling interest		(1,394	)		(1,245	)
Net loss	$	(26,930	)	$	(6,173	)	$	(78,029	)	$	(19,917	)
Net loss attributable to Starguide Group, Inc.	$	(21,842	)	$	(17,337	)
Foreign currency adjustment		2,543			-			1,045			-
Comprehensive loss
Total comprehensive loss		(24,387	)		(6,173	)		(76,984	)		(19,917	)
Net loss	$	(23,236	)	$	(18,582	)
Less: Comprehensive income attributable to noncontrolling interests		(509	)		-			(209	)		-
Foreign currency adjustment		2,166			(662	)
Net comprehensive loss attributed to stockholders of Starguide Group, Inc.	$	(24,896	)	$	(6,173	)	$	(77,193	)	$	(19,917	)
Total comprehensive loss		(21,070	)		(19,244	)
Basic and diluted net income per common share:
Less: Comprehensive (income) loss attributable to noncontrolling interests		(433	)		133
Net loss per common share	$	(0.01	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Net comprehensive loss attributed to stockholders of Starguide Group, Inc.	$	(21,503	)	$	(19,111	)
Weighted average number of common shares outstanding		2,868,000			2,868,000			2,868,000			2,868,000
Basic and diluted net income per common share:
Net loss per common share	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding		2,868,000			2,868,000

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements

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STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~NINE~~THREE MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

~~Nine~~Three Months Ended ~~October~~April 3130, ~~2023~~2024

										Accumulated
	Common Stock				Additional					Other						Non-			Total
	Number of Shares		Amount		Paid-in Capital		AccumulatedDeficit			ComprehensiveLoss			Total			controllingInterest			Stockholders' Deficit
Balance - January 31, 2023		2,868,000	$	2,868	$	35,839	$	(78,327	)	$	(175	)	$	(39,795	)	$	(5,356	)	$	(45,151	)
Balance - January 31, 2024		2,868,000	$	2,868	$	35,839	$	(259,592	)	$	(2,446	)	$	(223,331	)	$	(27,004	)	$	(250,335	)
Foreign currency translation adjustments		-		-		-		-			~~(530~~1,733	)		~~(530~~1,733	)		~~(133~~433	)		~~(663~~2,166	)
Net loss		-		-		-		(1721,~~337~~842	)		-			(1721,~~337~~842	)		(1,~~245~~394	)		(1823,~~582~~236	)
Balance - April 30, 2023		2,868,000	$	2,868	$	35,839	$	(95,664	)	$	(705	)	$	(57,662	)	$	(6,734	)	$	(64,396	)
Balance - April 30, 2024		2,868,000	$	2,868	$	35,839	$	(281,434	)	$	(713	)	$	(243,440	)	$	(27,965	)	$	(271,405	)
Foreign currency translation adjustments		-		-		-		-			(669	)		(669	)		(167	)		(836	)
Net loss		-		-		-		(31,680	)		-			(31,680	)		(837	)		(32,517	)
Balance - July 31, 2023		2,868,000	$	2,868	$	35,839	$	(127,344	)	$	(1,374	)	$	(90,011	)	$	(7,738	)	$	(97,749	)
Foreign currency translation adjustments		-		-		-		-			2,035			2,035			509			2,544
Net loss		-		-		-		(23,386	)		-			(23,386	)		(3,544	)		(26,930	)
Balance - October 31, 2023		2,868,000	$	2,868	$	35,839	$	(150,730	)	$	661		$	(111,362	)	$	(10,773	)	$	(122,135	)

~~The~~ Three ~~accompanying~~Months ~~notes~~Ended ~~are~~April an30, ~~integral part of these unaudited condensed consolidated financial statements.~~2023



	Common Stock				Additional					Accumulated Other						Non-			Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Comprehensive Loss			Total			controlling Interest			Stockholders' Deficit

Balance - January 31, 2023		2,868,000	$	2,868	$	35,839	$	(78,327	)	$	(175	)	$	(39,795	)	$	(5,356	)	$	(45,151	)

Foreign currency translation adjustments		-		-		-		-			(530	)		(530	)		(133	)		(663	)
Net loss		-		-		-		(17,337	)		-			(17,337	)		(1,245	)		(18,582	)
Balance - April 30, 2023		2,868,000	$	2,868	$	35,839	$	(95,664	)	$	(705	)	$	(57,662	)	$	(6,734	)	$	(64,396	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Nine Months Ended October 31, 2022

										Accumulated
	Common Stock				Additional					Other					Non-		Total
	Number of Shares		Amount		Paid-in Capital		AccumulatedDeficit			ComprehensiveLoss		Total			controllingInterest		Stockholders' Deficit
Balance - January 31, 2022		2,868,000	$	2,868	$	25,172	$	(36,504	)	$	-	$	(8,464	)	$	-	$	(8,464	)
Loan forgiveness by related party		-		-		10,667		-			-		10,667			-		10,667
Net loss		-		-		-		(4,854	)		-		(4,854	)		-		(4,854	)
Balance - April 30, 2022		2,868,000	$	2,868	$	35,839	$	(41,358	)	$	-	$	(2,651	)	$	-	$	(2,651	)
Net loss		-		-		-		(8,890	)		-		(8,890	)		-		(8,890	)
Balance - July 31, 2022		2,868,000	$	2,868	$	35,839	$	(50,248	)	$	-	$	(11,541	)	$	-	$	(11,541	)
Net loss		-		-		-		(6,173	)		-		(6,173	)		-		(6,173	)
Balance - October 31, 2022		2,868,000	$	2,868	$	35,839	$	(56,421	)	$	-	$	(17,714	)	$	-	$	(17,714	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

	Nine Months Ended
	Three Months Ended
	October 31,
	April 30,
	2023			2022
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(7823,~~029~~236	)	$	(1918,~~917~~582	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		~~9,294~~143			~~200~~3,067
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		6,885			267
Accounts receivable		120			-
Accrued interest		607			-
Prepaid expense		-			(570	)
Management salary payable		8,000			-
Accounts payable and accrued liabilities		(6,822	)		10,288
Net cash used in operating activities		(53,243	)		(19,450	)
Accrued interest		916			-
Management salary payable		6,000			(4,000	)
Net cash used in operating activities		(22,879	)		(9,797	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from issuance of convertible notes to non-affiliate		4022,~~261~~126			-
Proceeds from related parties		~~10,390~~400			177,~~645~~681
Net cash provided by financing activities		5022,~~651~~526			177,~~645~~681
Effect of exchange rate changes on cash		~~(224~~336	)		-(101	)
Net change in cash and cash equivalents		(~~2,816~~17	)		(12,~~805~~217	)
Cash and cash equivalents - beginning of period		~~2,933~~41			12,~~805~~933
Cash and cash equivalents - end of period	$	~~117~~24		$	-716
Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activity:
Debt forgiven by related party	$	-		$	10,667

7The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

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STARGUIDE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~OCTOBER~~APRIL 3130, ~~2023~~2024

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. 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.

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.

NOTE 2 – GOING CONCERN UNCERTAINTY

As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $~~221~~273,~~404~~315, has an accumulated deficit of $~~150~~281,~~730~~434 and shareholders’ deficit of $~~122~~271,~~135~~405 as of ~~October~~April 3130, ~~2023~~2024. For the ~~period~~three ended ~~October~~April 3130, ~~2023~~2024, the Company suffered a net loss of $7823,~~029~~236 and negative operating cash flow of $5322,~~243~~879. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the year ending January 31, ~~2024~~2025. Notes to the unaudited condensed interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year ~~2023~~2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended January 31, ~~2023~~2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on May 15, ~~2023~~2024.

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.

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.

	NineMonths Ended		Nine Months Ended
	Three Months Ended		Three Months Ended
	October 31,		October 31,
	April 30,		April 30,
	2023		2022
	2024		2023
Spot GBP: USD exchange rate		1.~~2145~~2514		~~n/a~~1.2547
Average GBP: USD exchange rate		1.~~2439~~2617		~~n/a~~1.2219

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.

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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 $~~117~~24 and $~~2,933~~41 as of ~~October~~April 3130, ~~2023~~2024 and January 31, ~~2023~~2024.

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.

As of April 30, 2024 and January 31, 2024, the Company had accounts receivable of $0 and $120, respectively.

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (see Note 65)

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.

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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)

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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 ~~marketing,~~software ~~subscription~~product ~~fees~~sales, advertising and ~~one-time~~direct ~~license~~product ~~keys~~sales. During the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023, the Company recognized gross revenue of $3108 and $1,~~560~~786 and incurred cost of sales of $34 and $0, resulting in gross profit of $74 and $1,786, respectively.

~~Property,~~ Plant and Equipment

~~Property~~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		3 years

Computer Equipment		5 years

Computer Software		7 years

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 ~~property~~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. During the ~~nine~~year ~~months~~ ended ~~October~~January 31, ~~2023~~2024, ~~and~~impairment ~~2022,~~loss noon ~~impairment~~computer ~~losses~~software ~~have~~of ~~been~~$69,841 ~~identified~~was incurred. (Note 4)

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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.

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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 $26,319. The Company has accounted for the transaction in accordance with ASC 805 “Business Combination.”

Based on the Company’s analysis of goodwill as of ~~October~~January 31, ~~2023~~2024, nothe ~~indicators~~fair value of ~~impairment~~the ~~exist.~~reporting Nounit ~~impairment~~based ~~loss~~ on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was ~~recognized~~fully ~~for~~impaired ~~the~~and ~~nine~~impairment ~~months~~loss ~~ended~~on ~~October~~goodwill 31of $26,319 ~~2023~~was incurred. (Note 4)

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.

As11 ofTable ~~October 31, 2023 and October 31, 2022, convertible notes were dilutive instruments and were not included in the calculation~~ of ~~diluted loss per share as their effect would be antidilutive:~~Contents

	October 31,		October 31,
	2023		2022
	(Shares)		(Shares)
Convertible note payable		402,610		-

For the three months ended April 30, 2024 and 2023, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive:

As of October 31, 2023 and October 31, 2022, the total convertible shares from convertible notes totaling $40,261 and $0 issued to an unaffiliated party from July 31, 2023 through October 31, 2023 with conversion rate of $0.10 per shares was 402,610 shares and 0 shares. (Note 8)

	April 30,		April 30,
	2024		2023
	(Shares)		(Shares)
Convertible note payable		709,860		-

12As ~~Table~~of April 30, 2024 and January 31, 2024, the total convertible shares from convertible notes totaling $70,986 and $48,861 issued to an unaffiliated party from July 31, 2023 through April 30, 2024 with conversion rate of ~~Contents~~$0.10 per shares was 709,860 shares and 488,610 shares. (Note 7)

Lease

The Company entered into an office lease agreement in Great Britain for an one-year term starting from December 2022 and expired in November 2023.

In accordance with ASC 842, “Leases,” we determine if an arrangement is a lease at inception.

The office lease meets the definition of a short-term lease because the lease term is 12 months or less without an automatic extension clause. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Convertible note

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company has chosen to early adopt this standard on its year ended April 30, 2022 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

Credit losses

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. The adoption of this standard did not have a material impact on the Company's financial statements.

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NOTE 4 – PROPERTY AND EQUIPMENT

As of ~~October~~April 3130, ~~2023~~2024 and January 31, ~~2023~~2024, the ~~property~~plant and equipment consisted of the following:

Cost	Office Equipment		Computer Equipment			Computer Software			Total
January 31, 2022	$	800	$	-		$	-		$	800
Additions		-		2,800			80,774			83,574
January 31, 2023	$	800	$	2,800		$	80,774		$	84,374
Additions		-		-			-			-
Impairment		-		-			(83,349	)		(83,349	)
Foreign Exchange Adjustment		-		~~(39~~89	)		(12,~~143~~575	)		(12,~~182~~664	)
October 31, 2023	$	800	$	2,761		$	79,631		$	83,192
January 31, 2024	$	800	$	2,889		$	-		$	3,689
Foreign Exchange Adjustment		-		(45	)		-			(45	)
April 30, 2024	$	800	$	2,844		$	-		$	3,644
Accumulated Depreciation	Office Equipment		Computer Equipment			Computer Software			Total
January 31, 2022	$	402	$	-		$	-		$	402
Additions		267		219			284			770
January 31, 2023	$	669	$	219		$	284		$	1,172
Additions		131		~~424~~567			811,~~739~~688			912,~~294~~386
Foreign Exchange Adjustment		-		(13	)		(210	)		(222	)
Impairment		-		-			(12,200	)		(12,200	)
October 31, 2023	$	800	$	630		$	8,813		$	10,244
Foreign Exchange Adjustment		-		18			228			246
January 31, 2024	$	800	$	804		$	-		$	1,604
Additions		-		143			-			143
Foreign Exchange Adjustment		-		(13	)		-			(13	)
April 30, 2024	$	800	$	934		$	-		$	1,734
Net book value	Office Equipment		Computer Equipment			Computer Software			Total
January 31, 2022	$	398	$	-		$	-		$	398
January 31, 2023	$	131	$	2,581		$	80,490		$	83,202
October 31, 2023	$	-	$	2,131		$	70,819		$	72,950
January 31, 2024	$	-	$	2,085		$	-		$	2,085
April 30, 2024	$	-	$	1,910		$	-		$	1,910

~~Depreciation~~During ~~expense for~~ the ~~nine~~year ~~months~~ ended ~~October~~January 31, ~~2023~~2024, ~~and~~computer ~~2022~~software ~~amounted~~of to $969,~~294~~841 ~~and $200,~~was ~~respectively~~impaired.

13Depreciation ~~Table~~expense offor ~~Contents~~the three months ended April 30, 2024 and 2023 amounted to $143 and $3,067, respectively.

NOTE 5 – ~~ACCOUNTS~~RELATED ~~PAYABLE~~PARTY ~~AND ACCRUED LIABILITES~~TRANSACTIONS

Accounts payable and accrued liabilities at October 31, 2023 and January 31, 2023 consisted of the following:

	October 31, 2023		January 31, 2023
Trade payable	$	9,983	$	3,122
Due to former director		2,982		2,982
	$	12,965	$	6,104

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 ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023, ~~the~~Northeast ~~former~~International ~~director~~Holdings Limited, majority shareholder of the Company, ~~who~~upon ~~resigned~~the change of control on May 16, 2022, advanced $0400 and $27,~~982~~670 to the Company to support ~~business~~operating ~~operation costs, respectively~~cost. In ~~pursuant~~As ~~to the loan waiver agreement entered on February 7, 2022, loan amount~~ of ~~$10,667 was forgiven during the three months ended~~ April 30, ~~2022.~~2024 ~~As of October 31, 2023~~ and January 31, ~~2023~~2024, the amount due to the ~~former~~majority ~~director~~shareholder of the Company was $2156,~~982~~513 and $157,905, respectively.

~~During~~13 ~~the~~Table ~~nine months ended October 31, 2023, Northeast International Holdings Limited, majority shareholder~~ of the Company upon the change of control on May 16, 2022, advanced $10,300 to the Company to support operating cost. As of October 31, 2023 and January 31, 2023, the amount due to the majority shareholder of the Company was $152,764 and $144,336, respectively.Contents

During the ~~nine~~three months ended ~~October~~April 3130, 2024 and 2023, the Company incurred net management salary of $136,~~152~~000 ~~from~~and ~~February~~$1,512. toDuring ~~October~~the ~~2023~~year ofended ~~$17~~January 31,~~152,~~ ~~offset~~2024 byand ~~reversal~~2023, director of ~~over-accrued~~Live ~~amount~~Investments ofHolding Ltd. advanced $41,000 ~~during~~and $3,165 to the ~~year~~Company ~~ended~~to support operating cost. As of April 30, 2024 and January 31, ~~2023~~2024, the amount due to the director of Live Investments Holding Ltd. was $28,444 and $22,514, respectively.

As of ~~October~~April 3130, ~~2023~~2024 and January 31, ~~2023~~2024, the total amount due to ~~the~~related ~~director~~parties ~~of Live Investments Holding Ltd.~~ was $14184,~~924~~957 and $7180,~~165~~419, respectively.

AsNOTE 6 of– ~~October 31, 2023 and January 31, 2023, the total amount due to related parties was $167,688 and $151,501, respectively.~~EQUITY

NOTE 7 – EQUITY

Authorized Stock

The Company’s authorized common stock consists of 75,000,000 shares at $0.001 par value.

Common Stock

As of ~~October~~April 3130, ~~2023~~2024 and January 31, ~~2023~~2024, the issued and outstanding common stock was 2,868,000 shares.

14NOTE 7 ~~Table~~– ofCONVERTIBLE ~~Contents~~NOTES

NOTE 8 – CONVERTIBLE NOTES

On July 31, 2023, the Company issued a convertible note to a non-affiliate of $31,661 for payment of the Company’s three months ended July 31, 2023 operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 7.5% per annum and is convertible at $0.10 per share.

On October 31, 2023, the Company issued a convertible note to a non-affiliate of $8,600 for payment of the Company’s three months ended October 31, 2023 operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 7.5% per annum and is convertible at $0.10 per share.

~~During~~On January 31, 2024, the ~~nine~~Company issued a convertible note to a non-affiliate of $8,600 for payment of the Company’s three months ended ~~October~~January 31, ~~2023,~~2024 operating expenses on behalf of the Company. The convertible note is due on demand, bears interest ~~was~~at 7.5% per annum and is convertible at $~~607~~0.10 per share.

AsOn ofApril ~~October~~30, 312024, ~~2023~~the ~~and~~Company ~~January~~issued 31a convertible note to a non-affiliate of $22,126 ~~2023~~for payment of the Company’s three months ended April 30, 2024 operating expenses on behalf of the Company. The convertible note ~~was~~is ~~$40~~due on demand,~~261~~ bears interest at 7.5% per annum and is convertible at $0,.10 ~~respectively~~per share.

~~NOTE~~During 9the –three ~~SUBSEQUENT~~months ~~EVENTS~~ended April 30, 2024, the note interest was $916.

InAs ~~accordance~~of ~~with~~April ~~ASC 855~~30, ~~“Subsequent~~2024 ~~Events,”~~and ~~the~~January ~~Company has analyzed its operations subsequent to October~~ 31, ~~2023~~2024, to the ~~date~~convertible ~~these~~note ~~financial~~was ~~statements~~$70,987 ~~were issued~~ and ~~has~~$48,861, ~~determined that it does not have any material subsequent events to disclose in these financial statements~~respectively.

15NOTE ~~Table~~8 of– ~~Contents~~SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to April 30, 2024 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we, “us,” “our” and “our company” mean Starguide Group, Inc., unless otherwise indicated.

General Overview

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Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ~~and nine months~~ ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023, which are included herein.

Three months ended ~~October~~April 3130, ~~2023~~2024 compared to three months ended ~~October~~April 3130, ~~2022~~2023

	Three Months Ended
	Three Months
	October 31,
	April 30,
	2023			2022			Changes			%
	2024			2023			Changes			%
Revenue	$	~~375~~108		$	-1,786		$	~~375~~(1,678	)	(94	~~100~~	%)
Operating Expenses		(26,730	)		(6,173	)		(20,557	)		333	%
Cost of Sales		(34	)		-			(34	)	(100		%)
Other Income		(575	)		-			(575	)		100	%
Gross Profit		74			1,786			(1,712	)	(96		%)
Net Loss	$	(26,930	)	$	(6,173	)	$	(20,757	)		336	%
Operating Expenses		(22,097	)		(18,947	)		(3,150	)		17	%
Other Expense		(1,213	)		365			(1,578	)	(432		%)
Net Loss	$	(23,236	)	$	(18,582	)	$	(4,654	)		25	%

WeThe ~~started~~Company toincurred ~~recognize~~net ~~revenue~~loss ~~beginning~~of ~~from~~$23,236 for the three months ended April 30, ~~2023.~~2024 ~~During~~compared to a net loss of $18,582 for the three months ended ~~October~~April 3130, 2023,. weThe ~~recognized~~increase ~~revenue~~in ofnet ~~$375~~loss ~~comprised~~during ofthe ~~marketing~~three ~~revenue~~months ended April 30, ~~subscription~~2024 ~~fees~~was ~~and~~mainly ~~one-time~~due ~~license~~to ~~key~~an ~~revenue~~increase in the operating expenses.

17During ~~Table~~the three months ended April 30, 2024 and 2023, the Company recognized gross revenue of ~~Contents~~$108 and $1,786 and incurred cost of sales of $34 and $0, resulting in gross profit of $74 and $1,786, respectively.

Our ~~financial~~operating ~~statements~~expenses ~~report a net loss of $26,930~~ for the three months ended ~~October~~April 3130, ~~2023~~2024 were $22,097 compared to ~~a net loss of~~ $618,~~173~~947 for the three months ended ~~October~~April 3130, ~~2022~~2023. The increase in ~~net~~operating ~~loss~~expenses ~~during the three months ended October 31, 2023~~ was mainly due to an increase in ~~the~~management ~~operating~~salaries ~~expenses~~and professional fees includes audit and accounting fees.

Our operating expenses for the three months ended October 31, 2023 were $26,730 compared to $6,173 for the three months ended October 31 2022. The increase in operating expenses was mainly attributed to increase in professional fees and operating expense from the acquisition of subsidiaries during the year ended January 31, 2023. On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings which owns 100% of Live Lead Tech Ltd, a cloud-based lead generation software corporation organized in Great Britain.

Nine months ended October 31, 2023 compared to nine months ended October 31, 2022

	Nine Months Ended
	October 31,
	2023			2022			Changes			%
Revenue	$	3,560		$	-		$	3,560			100	%
Operating Expenses		(81,869	)		(19,917	)		(61,952	)		311	%
Other Income		280			-			280			100	%
Net Loss	$	(78,029	)	$	(19,917	)	$	(58,112	)		292	%

We started to recognize revenue beginning from the three months ended April 30, 2023. During the nine months ended October 31, 2023, we recognized revenue of $3,560 comprised of marketing revenue, subscription fees and one-time license key revenue.

Our financial statements report a net loss of $78,029 for the nine months ended October 31 2023 compared to a net loss of $19,917 for the nine months ended October 31, 2022. The increase in net loss during the nine months ended October 31, 2023 was mainly due to an increase in the operating expenses.

Our operating expenses for the nine months ended October 31, 2023 were $81,869 compared to $19,917 for the nine months ended October 31 2022. The increase in operating expenses was mainly attributed to increase in professional fees and operating expense from the acquisition of subsidiaries during the year ended January 31, 2023.On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings which owns 100% of Live Lead Tech Ltd, a cloud-based lead generation software corporation organized in Great Britain.

Liquidity And Financial Condition

Working Capital

	As of			As of
	October 31,			January 31,
	April 30,			January 31,
	2023			2023			Changes			%
	2024			2024			Changes			%
Current Assets	$	~~117~~24		$	~~2,933~~161		$	(~~2,816~~137	)	(9685		%)
Current Liabilities	$	~~221~~273,~~521~~339		$	~~157~~252,~~605~~581		$	6320,~~916~~758			418	%
Working Capital Deficiency	$	(~~221~~273,~~404~~315	)	$	(~~154~~252,~~672~~420	)	$	(6620,~~732~~895	)		438	%

Our total current assets as of ~~October~~April 3130, ~~2023~~2024 were $~~117~~24 as compared to total current assets of $~~2,933~~161 as of January 31, ~~2023~~2024 due to a decrease in cash and accounts receivable.

1816 Table of Contents

Our total current liabilities as of ~~October~~April 3130, ~~2023~~2024 were $~~221~~273,~~521~~339 as compared to total current liabilities of $~~157~~252,~~605~~581 as of January 31, ~~2023~~2024. The increase was primarily due to an increase in convertible notes, amount due to related parties and ~~accounts payable and~~ accrued ~~liabilities~~interest.

Our working capital deficit at ~~October~~April 3130, ~~2023~~2024 was $~~221~~273,~~404~~315 as compared to working capital deficit of $~~154~~252,~~672~~420 as of January 31, ~~2023~~2024. The increase in working capital deficiency was mainly attributed to an increase in convertible note, amount due to related parties and ~~accounts payable and~~ accrued ~~liabilities as well as a decrease in cash~~interest.

Cash Flows

	Nine Months Ended
	Three Months
	October 31,
	April 30,
	2023			2022			Changes			%
	2024			2023			Changes			%
Cash flows used in operating activities	$	(5322,~~243~~879	)	$	(199,~~450~~797	)	$	(3313,~~793~~082	)		~~174~~134	%
Cash flows provided by financing activities		50,651			17,645			33,006			187	%
Cash flows used in investing activities		-			-			-			-
Effect of exchange rate changes on cash		(224	)		-			(224	)	(100		%)
Cash flows provided by financing activities		22,526			7,681			14,845			193	%
Net changes in cash	$	(2,816	)	$	(1,805	)	$	(1,011	)		56	%
Effect of exchange rate changes on cash		336			(101	)		437		(432		%)
Net changes in cash	$	(17	)	$	(2,217	)	$	2,200		(99		%)

Operating Activities

Net cash used in operating activities was $5322,~~243~~879 for the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 compared with net cash used in operating activities of $199,~~450~~797 during the ~~nine~~three months ended ~~October~~April 3130, ~~2022~~2023.

During the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024, the net cash used in operating activities was attributed to net loss of $7823,~~029~~236 reduced by depreciation of $~~9,294~~143 and net changes in operating assets and liabilities of $~~15,492~~214.

During the ~~nine~~three months ended ~~October~~April 3130, ~~2022~~2023, the net cash used in operating activities was attributed to net loss of $1918,~~917~~582 reduced by depreciation of $~~200~~3,067 and net changes in operating assets and liabilities of $~~267~~5,718.

Investing Activities

We did not have any investing activities during the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023.

Financing Activities

During the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023, net cash from financing activities was $5022,~~651~~526 and $177,~~645~~681, respectively. During the nine months ended ~~October~~April 3130, ~~2023~~2024, we received proceeds from issuance of convertible note to a non-affiliate of $4022,~~261~~126 and proceeds from related parties of $~~10,390~~400. During the ~~nine~~three months ended ~~October~~April 3130, ~~2022~~2023, we received proceeds from the former director of $177,~~645~~681.

Going Concern

As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $~~221~~273,~~404~~315, has an accumulated deficit of $~~150~~281,~~730,~~434 and shareholders’ deficit of $~~122~~271,~~135~~405 as of ~~October~~April 3130, ~~2023~~2024. For the ~~nine~~three ~~months~~ ended ~~October~~April 3130, ~~2023~~2024, the Company suffered a net loss of $7823,~~029~~236 and negative operating cash flow of $5322,~~243~~879. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Off-Balance Sheet Arrangements

As of the date of this Quarterly 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.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~October~~April 3130, ~~2023~~2024. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~October~~April 3130, ~~2023~~2024.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibits:

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS		Inline XBRL Instance 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 Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Inline Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: December 12, 2023	By:	/s/Lu ei Xian
Dated: June 13, 2024	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: December 12, 2023		/s/Lu Mei Xian
Dated: June 13, 2024		/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)

2321

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