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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 31, 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 3, 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	15
ITEM 3	Quantitative And Qualitative Disclosures About Market Risk	18
ITEM 4	Controls And Procedures	18

PART II	OTHER INFORMATION

ITEM 1	Legal Proceedings	19
ITEM 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	19
ITEM 3	Defaults Upon Senior Securities	19
ITEM 4	Mine Safety Disclosures	19
ITEM 5	Other Information	19
ITEM 6	Exhibits	20
	Signatures	21

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2024 AND JANUARY 31, 2024

(Unaudited)

	October 31,			January 31,
	2024			2024
Assets
Current assets:
Cash	$	95		$	41
Accounts receivable		-			120
Total current assets		95			161

Plant and equipment, net		1,670			2,085
Total Assets	$	1,765		$	2,246

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	8,351		$	21,922
Accrued interest		5,300			1,379
Due to related parties		201,645			180,419
Convertible notes		94,937			48,861
Total Liabilities		310,233			252,581

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		(312,229	)		(259,592	)
Accumulated other comprehensive loss		(3,610	)		(2,446	)
Total deficit attributed to Starguide Group, Inc.		(277,132	)		(223,331	)
Deficit attributed to non-controlling interest		(31,336	)		(27,004	)
Total Stockholders' Deficit		(308,468	)		(250,335	)
Total Liabilities and Stockholders' Deficit	$	1,765		$	2,246

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

Table of Contents

STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023

Revenue	$	1,961		$	375		$	2,111		$	3,560
Cost of Sales		1,861			-			1,904			-
Gross Profit		100			375			207			3,560

Operating expenses
General and administrative expenses		9,374			14,730			35,366			68,717
Management salaries - related party		6,000			12,000			18,000			13,152
Total operating expenses		15,374			26,730			53,366			81,869

Loss from operations		(15,274	)		(26,355	)		(53,159	)		(78,309	)

Other income (expense)
Other income		3			135			10			539
Interest expense		(1,645	)		(607	)		(3,922	)		(607	)
Foreign exchange transaction gain (loss)		69			(103	)		393			348
Total other income (expense)		(1,573	)		(575	)		(3,519	)		280

Loss before income taxes		(16,847	)		(26,930	)		(56,678	)		(78,029	)

Income tax provision		-			-			-			-

Net Loss		(16,847	)		(26,930	)		(56,678	)		(78,029	)
Less: Net loss attributable to non-controlling interest		(1,320	)		(3,544	)		(4,041	)		(5,626	)
Net loss attributable to Starguide Group, Inc.	$	(15,527	)	$	(23,386	)	$	(52,637	)	$	(72,403	)

Comprehensive loss
Net loss	$	(16,847	)	$	(26,930	)	$	(56,678	)	$	(78,029	)
Foreign currency adjustment		117			2,543			(1,455	)		1,045
Total comprehensive loss		(16,730	)		(24,387	)		(58,133	)		(76,984	)
Less: Comprehensive loss (income) attributable to noncontrolling interests		(23	)		(509	)		291			(209	)
Net comprehensive loss attributed to stockholders of Starguide Group, Inc.	$	(16,753	)	$	(24,896	)	$	(57,842	)	$	(77,193	)

Basic and diluted net loss per common share:
Net loss per common share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

Weighted average number of common shares outstanding		2,868,000			2,868,000			2,868,000			2,868,000

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

Table of Contents

STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(Unaudited)

Nine Months Ended October 31, 2024


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

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		-		-		-		-			1,733			1,733			433			2,166
Net loss		-		-		-		(21,842	)		-			(21,842	)		(1,394	)		(23,236	)
Balance - April 30, 2024		2,868,000	$	2,868	$	35,839	$	(281,434	)	$	(713	)	$	(243,440	)	$	(27,965	)	$	(271,405	)

Foreign currency translation adjustments		-		-		-		-			(2,991	)		(2,991	)		(747	)		(3,738	)
Net loss		-		-		-		(15,268	)		-			(15,268	)		(1,327	)		(16,595	)
Balance - July 31, 2024		2,868,000	$	2,868	$	35,839	$	(296,702	)	$	(3,704	)	$	(261,699	)	$	(30,039	)	$	(291,738	)

Foreign currency translation adjustments		-		-		-		-			94			94			23			117
Net loss		-		-		-		(15,527	)		-			(15,527	)		(1,320	)		(16,847	)
Balance - October 31, 2024		2,868,000	$	2,868	$	35,839	$	(312,229	)	$	(3,610	)	$	(277,132	)	$	(31,336	)	$	(308,468	)

Nine Months Ended October 31, 2023

										Accumulated
	Common Stock				Additional					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	)

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

Table of Contents

STARGUIDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(Unaudited)

	Nine Months Ended
	October 31,
	2024			2023

Cash Flows from Operating Activities
Net loss	$	(56,678	)	$	(78,029	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		437			9,294
Changes in operating assets and liabilities:
Accounts receivable		120			-
Accounts payable and accrued liabilities		(13,571	)		6,885
Accrued interest		3,921			607
Management salary payable		18,000			8,000
Net cash used in operating activities		(47,771	)		(53,243	)

Cash Flows from Investing Activities		-			-

Cash Flows from Financing Activities
Proceeds from issuance of convertible notes to non-affiliate		46,076			40,261
Proceeds from related parties		2,150			10,390
Net cash provided by financing activities		48,226			50,651

Effect of exchange rate changes on cash		(401	)		(224	)

Net change in cash and cash equivalents		54			(2,816	)
Cash and cash equivalents - beginning of period		41			2,933
Cash and cash equivalents - end of period	$	95		$	117

Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

Table of Contents

STARGUIDE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 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.

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 $310,138\, has an accumulated deficit of $312,229 and shareholders’ deficit of $308,468 as of October 31, 2024. For the nine months ended October 31, 2024, the Company suffered a net loss of $56,678 and negative operating cash flow of $47,771. 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 the financial support from its major shareholder and 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 months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 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 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, 2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on May 15, 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.

	Nine Months Ended		Nine Months Ended
	October 31,		October 31,
	2024		2023
Spot GBP: USD exchange rate		1.2902		1.2145
Average GBP: USD exchange rate		1.2807		1.2439

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 $95 and $41 as of October 31, 2024 and January 31, 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 October 31, 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 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.

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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)

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 the nine months ended September 30, 2024 and 2023, the Company recognized gross revenue of $2,111 and $3,560 and incurred cost of sales of $1,904and $0, resulting in gross profit of $207 and $3,560, respectively.

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		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 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 $69,841 was incurred. (Note 4)

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 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 $26,319 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.

For the nine months ended October 31, 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:

	October 31,		October 31,
	2024		2023
	(Shares)		(Shares)
Convertible note payable		949,360		402,610

As of October 31, 2024 and October 31, 2023, the total convertible shares from convertible notes totaling $94,936 and $31,661 issued to an unaffiliated party from July 31, 2023 through October 31, 2024 with conversion rate of $0.10 per shares was 949,360 shares and 402,610 shares. (Note 7)

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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

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 November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

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.

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NOTE 4 – PROPERTY AND EQUIPMENT

As of October 31, 2024 and January 31, 2024, the plant and equipment consisted of the following:

Cost	Office Equipment		Computer Equipment		Computer Software			Total
January 31, 2023	$	800	$	2,800	$	80,774		$	84,374
Impairment		-		-		(83,349	)		(83,349	)
Foreign Exchange Adjustment		-		89		2,575			2,664
January 31, 2024	$	800	$	2,889	$	-		$	3,689
Foreign Exchange Adjustment		-		31		-			31
October 31, 2024	$	800	$	2,920	$	-		$	3,720

Accumulated Depreciation	Office Equipment		Computer Equipment		Computer Software			Total
January 31, 2023	$	669	$	219	$	284		$	1,172
Additions		131		567		11,688			12,386
Impairment		-		-		(12,200	)		(12,200	)
Foreign Exchange Adjustment		-		18		228			246
January 31, 2024	$	800	$	804	$	-		$	1,604
Additions		-		437		-			437
Foreign Exchange Adjustment		-		9		-			9
October 31, 2024	$	800	$	1,250	$	-		$	2,049

Net book value	Office Equipment		Computer Equipment		Computer Software			Total
January 31, 2023	$	131	$	2,581	$	80,490		$	83,202
January 31, 2024	$	-	$	2,085	$	-		$	2,085
October 31, 2024	$	-	$	1,670	$	-		$	1,670

During the year ended January 31, 2024, computer software of $69,841 was impaired.

Depreciation expense for the nine months ended October 31, 2024 and 2023 amounted to $437 and $9,294, respectively.

NOTE 5 – 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 months ended October 31, 2024 and 2023, Northeast International Holdings Limited, majority shareholder of the Company upon the change of control on May 16, 2022, advanced $2,150 and $10,300 to the Company to support operating cost. As of October 31, 2024 and January 31, 2024, the amount due to the majority shareholder of the Company was $161,251 and $157,905, respectively.

During the nine months ended October 31, 2024 and 2023, the Company incurred net management salary of $18,000 and $13,152. As of October 31, 2024 and January 31, 2024, the amount due to the director of Live Investments Holding Ltd. was $40,395 and $22,514, respectively.

As of October 31, 2024 and January 31, 2024, the total amount due to related parties was $201,645 and $180,419, respectively.

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NOTE 6 – 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 31, 2024 and January 31, 2024, the issued and outstanding common stock was 2,868,000 shares.

NOTE 7 – 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.

On January 31, 2024, the Company issued a convertible note to a non-affiliate of $8,600 for payment of the Company’s three months ended January 31, 2024 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 April 30, 2024, the Company issued a convertible note to a non-affiliate of $22,126 for payment of the Company’s three months ended April 30, 2024 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 July 31, 2024, the Company issued a convertible note to a non-affiliate of $14,850 for payment of the Company’s three months ended July 31, 2024 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, 2024, the Company issued a convertible note to a non-affiliate of $9,100 for payment of the Company’s three months ended October 31, 2024 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 the nine months ended October 31, 2024 and 2023, the note interest was $3,922 and $607, respectively.

As of October 31, 2024 and January 31, 2024, the convertible note was $94,937 and $48,861, respectively.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to October 31, 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

Starguide Group, Inc. was incorporated in the State of Nevada on February 21, 2017 and established a fiscal year end of January 31.

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.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the nine months ended October 31, 2024 and 2023, which are included herein.

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Three months ended October 31, 2024 compared to three months ended October 31, 2023

	Three Months Ended
	October 31,
	2024			2023			Changes			%

Revenue	$	1,961		$	375		$	1,586			423	%
Cost of Sales		(1,861	)		-			(1,861	)	(100		%)
Gross Profit		100			375			(275	)	(73		%)
Operating Expenses		(15,374	)		(26,730	)		11,356		(42		%)
Other Income (Expense)		(1,573	)		(575	)		(998	)		174	%
Net Loss	$	(16,847	)	$	(26,930	)	$	10,083		(37		%)

The Company incurred net loss of $16,847 for the three months ended October 31, 2024 compared to a net loss of $26,930 for the three months ended October 31, 2023. The decrease in net loss during the three months ended October 31, 2024 was mainly due to a decrease in operating expenses.

During the three months ended October 31, 2024 and 2023, the Company recognized gross revenue of $1,961 and $375 and incurred cost of sales of $1,861 and $0, resulting in gross profit of $100 and $375, respectively.

Our operating expenses for the three months ended October 31, 2024 were $15,374 compared to $26,730 for the three months ended October 31, 2023. The decrease in operating expenses was mainly due to a decrease in audit fees, rent expense, software costs and management salaries.

Nine months ended October 31, 2024 compared to nine months ended October 31, 2023

	Nine Months Ended
	October 31,
	2024			2023			Changes			%

Revenue	$	2,111		$	3,560		$	(1,449	)	(41	%)
Cost of Sales		1,904			-			1,904		(100	%)
Gross Profit		207			3,560			(3,353	)	(94	%)
Operating Expenses		(53,366	)		(81,869	)		28,503		(35	%)
Other Income (Expense)		(3,519	)		280			(3,799	)	(1357	%)
Net Loss	$	(56,678	)	$	(78,029	)	$	21,351		(27	%)

The Company incurred net loss of $56,678 for the nine months ended October 31, 2024 compared to a net loss of $78,029 for the nine months ended October 31, 2023. The decrease in net loss during the nine months ended October 31, 2024 was mainly due to a decrease in the operating expenses.

During the nine months ended October 31, 2024 and 2023, the Company recognized gross revenue of $2,111 and $3,560 and incurred cost of sales of $1,904 and $0, resulting in gross profit of $207 and $3,560, respectively.

Our operating expenses for the nine months ended October 31, 2024 were $53,366 compared to $81,869 for the nine months ended October 31, 2023. The decrease in operating expenses was mainly due to a decrease in audit fees, rent expense, software costs and management salaries.

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Liquidity And Financial Condition

Working Capital

	As of			As of
	October 31,			January 31,
	2024			2024			Changes			%

Current Assets	$	95		$	161		$	(66	)	(41		%)
Current Liabilities	$	310,233		$	252,581		$	57,652			23	%
Working Capital Deficiency	$	(310,138	)	$	(252,420	)	$	(57,718	)		23	%

Our total current assets as of October 31, 2024 were $95 as compared to total current assets of $161 as of January 31, 2024 due to a decrease in accounts receivable.

Our total current liabilities as of October 31, 2024 were $310,233 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, amount due to related parties and accrued interest.

Our working capital deficit at October 31, 2024 was $310,138 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, amount due to related parties and accrued interest.

Cash Flows

	Nine Months Ended
	October 31,
	2024			2023			Changes			%

Cash flows used in operating activities	$	(47,771	)	$	(53,243	)	$	5,472		(10		%)
Cash flows used in investing activities		-			-			-			-
Cash flows provided by financing activities		48,226			50,651			(2,425	)	(5		%)
Effect of exchange rate changes on cash		(401	)		(224	)		(177	)		79	%
Net changes in cash	$	54		$	(2,816	)	$	2,870		(102		%)

Operating Activities

Net cash used in operating activities was $47,771 for the nine months ended October 31, 2024 compared with net cash used in operating activities of $53,243 during the nine months ended October 31, 2023.

During the nine months ended October 31, 2024, the net cash used in operating activities was attributed to net loss of $56,678 reduced by depreciation of $437 and net changes in operating assets and liabilities of $8,470.

During the nine months ended October 31, 2023, the net cash used in operating activities was attributed to net loss of $78,029 reduced by depreciation of $9,294 and net changes in operating assets and liabilities of $15,492.

Investing Activities

We did not have any investing activities during the nine months ended October 31, 2024 and 2023.

Financing Activities

During the nine months ended October 31, 2024 and 2023, net cash from financing activities was $48,226 and $50,651, respectively. During the nine months ended October 31, 2024, we received proceeds from issuance of convertible note to a non-affiliate of $46,076 and proceeds from related parties of $2,150. During the nine months ended October 31, 2023, we received proceeds from issuance of convertible note to a non-affiliate of $40,261 and proceeds from related parties of $10,390.

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Going Concern

As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $310,138, has an accumulated deficit of $312,229 and shareholders’ deficit of $308,468 as of October 31, 2024. For the nine ended October 31, 2024, the Company suffered a net loss of $56,678 and negative operating cash flow of $47,771. 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 the financial support from its major shareholder and 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.

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

The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated 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 31, 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 31, 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 11, 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 11, 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)

STARGUIDE GROUP, INC. 10-Q