Starguide Group, Inc 10-K/A for FY2023

Starguide Group, Inc. (STRG)

10-K/A 2023-06-02 For: 2023-01-31

Added on April 06, 2026

About this 10-K/A

Starguide Group, Inc filed this 10-K/A on June 2, 2023, covering the fiscal year ended January 31, 2023 (FY2023).

Headline figures

Fiscal year ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $44.56K; compared with a net loss of $25.87K a year earlier

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

	PART I
ITEM 1	BUSINESS	4
ITEM 1A	RISK FACTORS	11
ITEM 1B	UNRESOLVED STAFF COMMENTS	11
ITEM 2	PROPERTIES	11
ITEM 3	LEGAL PROCEEDINGS	11
ITEM 4	MINE SAFETY DISCLOSURES	11
	PART II
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6	SELECTED FINANCIAL DATA	12
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	16
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	17
ITEM 9A	CONTROLS AND PROCEDURES	17
ITEM 9B	OTHER INFORMATION	17
	PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
ITEM 11	EXECUTIVE COMPENSATION	20
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	21
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	21
	PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	22

	·	To provide a user-friendly platform that can be easily accessible to businesses of all sizes;
	·	To utilize cutting-edge technology and data analytics to generate high-quality leads for business customers;
	·	To offer customized lead generation solutions based on the specific needs of each business customer;
	·	To have a strong network of partnerships and integrations with other lead generation and marketing technology tools;
	·	To provide exceptional customer service and support to ensure customer satisfaction and retention;
	·	To continuously innovate the platform and create new products to stay ahead of the competition.

·	Expand our offering with new and innovative features;

·	Enhance the user experience by incorporating feedback from our customers;

·	Make our SaaS tool accessible and easy to use for businesses of all sizes; and

·	Maintain the highest level of security and privacy for our users.

	Year Ended
	January 31,
	2023			2022			Changes			%

Revenue	$	-		$	-		$	-			-
Operating Expenses		(44,520	)		(25,865	)		(18,655	)		72	%
Other expenses		(35	)		-			(35	)		-
Net Loss	$	(44,555	)	$	(25,865	)	$	(18,690	)		72	%

	As of			As of
	January 31,			January 31,
	2023			2022			Changes			%

Current Assets	$	2,933		$	1,805		$	1,128			62	%
Current Liabilities	$	157,605		$	10,667		$	146,938		1378		%
Working Capital Deficiency	$	(154,672	)	$	(8,862	)	$	(145,810	)	1645		%

Report of Independent Registered Public Accounting Firm (ID #6108)		F-1

Consolidated Balance Sheets as of January 31, 2023 and January 31, 2022		F-2

Consolidated Statements of Operations for the years ended January 31, 2023 and January 31, 2022		F-3

Consolidated Statements of Stockholders’ Deficit as of January 31, 2023 and January 31, 2022		F-4

Consolidated Statements of Cash Flows for the years ended January 31, 2023 and January 31, 2022		F-5

Notes to the Consolidated Financial Statements		F-6

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

Balance - January 31, 2021		2,750,000	$	2,750	$	21,750	$	(10,639	)	$	-		$	13,861		$	-		$	13,861

Issuance of common stock for cash		118,000		118		3,422		-			-			3,540			-			3,540
Net loss		-		-		-		(25,865	)		-			(25,865	)		-			(25,865	)
Balance - January 31, 2022		2,868,000	$	2,868	$	25,172	$	(36,504	)	$	-		$	(8,464	)	$	-		$	(8,464	)

Acquisition of subsidiaries		-		-		-		-			-			-			(2,580	)		(2,580	)
Loan forgiveness by related party		-		-		10,667		-			-			10,667			-			10,667
Foreign currency translation adjustments		-		-		-		-			(175	)		(175	)		(44	)		(219	)
Net loss		-		-		-		(41,823	)		-			(41,823	)		(2,732	)		(44,555	)
Balance - January 31, 2023		2,868,000	$	2,868	$	35,839	$	(78,327	)	$	(175	)	$	(39,795	)	$	(5,356	)	$	(45,151	)

	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.

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)

Office Equipment	3 years

Computer Equipment	5 years

Computer Software	7 years

Total purchase price	$	16,000

Bank		1,404
Equipment		2,810
Prepaid Expense		724
Total identifiable assets		4,938

Due to related parties		(17,836	)
Total identifiable liabilities		(17,836	)

Net assets (liabilities)		(12,898	)

Non-controlling interest		(2,580	)
Total net assets (liabilities)		(10,319	)

Goodwill	$	26,319

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

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

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

	January 31, 2023		January 31, 2022
Trade payable	$	3,122	$	-
Due to former director		8,805		-
	$	11,927	$	-

	Year Ended									Year Ended
	January 31, 2023									January 31, 2022
	USA			UK			Total			USA			UK			Total
Net operating loss carryforward	$	(56,758	)	$	(13,662	)	$	(70,420	)	$	(25,865	)	$	-		$	(25,865	)
Statutory tax rate	21		%	25		%	22		%	21		%	25		%	21		%
Deferred tax asset		(11,919	)		(3,416	)		(15,335	)		(5,432	)		-			(5,432	)
Less: Valuation allowance		11,919			3,416			15,335			5,432			-			5,432
Net deferred asset	$	-		$	-		$	-		$	-		$	-		$	-

	Year Ended
	January 31,
	2023			2022			Changes			%

Cash flows used in operating activities	$	(36,638	)	$	(25,532	)	$	(11,106	)		43	%
Cash flows used in investing activities		(112,499	)		-			(112,499	)		-
Cash flows provided by financing activities		150,483			6,540			143,943		2201		%
Effect of exchange rate changes on cash		(219	)		-			(219	)		-
Net changes in cash	$	1,128		$	(18,992	)	$	20,120		(106		%)

	Year Ended
	January 31,
	2023			2022

Revenue	$	-		$	-

Operating expenses
General and administrative expenses		36,520			25,865
Management salaries - related party		8,000			-
Total operating expenses		44,520			25,865

Loss from operations		(44,520	)		(25,865	)

Other income (expense):
Other income		106			-
Foreign exchange transaction loss		(141	)		-
Total other income (expense)		(35	)		-

Loss before income taxes		(44,555	)		(25,865	)

Income tax provision		-			-

Net Loss		(44,555	)		(25,865	)
Less: Net loss attributable to non-controlling interest		(2,732	)		-
Net loss attributable to Starguide Group, Inc	$	(41,823	)	$	(25,865	)

Comprehensive loss
Net loss	$	(44,555	)	$	(25,865	)
Foreign currency adjustment		(219	)		-
Total comprehensive loss		(44,774	)		(25,865	)
Less: Comprehensive income attributable to noncontrolling interests		44			-
Net comprehensive loss attributed to stockholders of Starguide Group, Inc.	$	(44,730	)	$	(25,865	)

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

Weighted average number of common shares outstanding		2,868,000			2,864,161

Name and Address	Age	Positions
Lu Mei Xian	50	President, Secretary, Chief Financial Officer, Chief Executive Officer, Sole Director
Guangxi Province, Laibin City, Xing-bin District, Qiao-fan cun, Qiao-fan jie 190 hao, 546100 China

Vicky Sharma (1)	41	President, Secretary, Chief Financial Officer, Chief Executive Officer, Sole Director
275 Jatwda, Dasna Gate near Old Bus Stand Ghaziabad, Uttar Pradesh, India 201002

													Non-qualified
											Non-Equity		Deferred		All
							Stock		Option		Incentive Plan		Compensation		Other
Name	Positions	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Totals

Lu Mei Xian	President, Secretary, CEO, CFO, Director	2022	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Vicky Sharma	Former President, Secretary, CEO, CFO, Director	2022	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
		2021	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Hoang Lo	Director of Live Investments Holdings	2022	$	8,000	$	-	$	-	$	-	$	-	$	-	$	-	$	8,000
		2021	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

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

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	STARGUIDE GROUP, INC.

Dated: June 2, 2023	By:	/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)

1.	I have reviewed this Annual Report on Form 10-K of Starguide Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d– 15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.