Starguide Group, Inc 10-Q for FY2026 Q2
Starguide Group, Inc. (STRG)
About this 10-Q
Starguide Group, Inc filed this 10-Q on September 8, 2025, covering the quarter ended July 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $42 a year earlier
- Net loss
- $18.15K
- compared with a net loss of $16.6K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
COMMISSION FILE NO.
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation)
5199
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
Tel:
(Address and telephone number of registrant’s 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.
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).
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 | ☐ |
☐ | 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
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:
STARGUIDE GROUP, INC.
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Management’s Discussion And Analysis Of Financial Condition And Results Of Operations |
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| Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STARGUIDE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 2025 AND JANUARY 31, 2025
(Unaudited)
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Assets |
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Current assets: |
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Cash |
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Total current assets |
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Plant and equipment, net |
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Total Assets |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Due to related parties |
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Convertible notes |
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Total Liabilities |
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Stockholders’ Deficit: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total deficit attributed to Starguide Group, Inc. |
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Deficit attributed to non-controlling interest |
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Total Stockholders' Deficit |
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Total Liabilities and Stockholders' Deficit |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Table of Contents |
STARGUIDE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2025 AND 2024
(Unaudited)
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Revenue |
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Cost of Sales |
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Gross Profit |
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Operating expenses |
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General and administrative expenses |
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Management salaries - related party |
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Total operating expenses |
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Loss from operations |
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Other income (expense) |
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Other income |
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Interest expense |
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Foreign exchange transaction gain (loss) |
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Total other income (expense) |
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Loss before income taxes |
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Income tax provision |
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Net Loss |
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Less: Net loss attributable to non-controlling interest |
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Net loss attributable to Starguide Group, Inc. |
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Comprehensive loss |
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Net loss |
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Foreign currency adjustment |
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Total comprehensive loss |
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Less: Comprehensive loss (income) attributable to noncontrolling interests |
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Net comprehensive loss attributed to stockholders of Starguide Group, Inc. |
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Basic and diluted net loss per common share: |
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Net loss per common share |
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Weighted average number of common shares outstanding |
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The accompanying notes are an integral part of these condensed consolidated financial statements
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| Table of Contents |
STARGUIDE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
Six Months Ended July 31, 2025
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| Additional |
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| Other |
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| Comprehensive |
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| Capital |
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| Income (Loss) |
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Balance - January 31, 2025 |
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Foreign currency translation adjustments |
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Net loss |
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Balance - April 30, 2025 |
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Foreign currency translation adjustments |
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Net loss |
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Balance - July 31, 2025 |
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Six Months Ended July 31, 2024
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| Additional |
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| Other |
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| Total |
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Balance - January 31, 2024 |
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Foreign currency translation adjustments |
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Net loss |
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Balance - April 30, 2024 |
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Foreign currency translation adjustments |
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Net loss |
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Balance - July 31, 2024 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
| Table of Contents |
STARGUIDE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 31, 2025 AND 2024
(Unaudited)
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Cash Flows from Operating Activities |
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Net loss |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Management salary payable |
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Net cash used in operating activities |
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Cash Flows from Investing Activities |
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Cash Flows from Financing Activities |
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Proceeds from issuance of convertible notes to non-affiliate |
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Proceeds from related parties |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash |
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Net change in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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Supplemental cash flow disclosures: |
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Cash paid for interest |
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Cash paid for income taxes |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
STARGUIDE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Starguide Group, Inc. was incorporated in the State of Nevada on February 21, 2017 and established a fiscal year end of January 31.
The Company intends to be an incubator of Software as a Service (Saas) startups and is in active discussions with multiple SaaS businesses. The Company’s goal is to identify and locate SaaS businesses with the potential to grow, and to bring them under the Starguide corporate umbrella.
On December 8, 2022, the Company acquired
NOTE 2 – GOING CONCERN UNCERTAINTY
As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $
Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The 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 six months ended July 31, 2025 are not necessarily indicative of the results that may be expected for the year ending January 31, 2026. 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, 2025 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on April 29, 2025.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its
| 7 |
| Table of Contents |
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. |
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| 2) | Equity at historical rates. |
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| 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.
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| Three Months Ended |
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| July 31, |
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Spot GBP: USD exchange rate |
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| 1.3217 |
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| 1.2843 |
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Average GBP: USD exchange rate |
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| 1.3181 |
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| 1.2680 |
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations
In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had cash of $
| 8 |
| Table of Contents |
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.
Related Parties
We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (see Note 5)
Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - | quoted prices in active markets for identical assets or liabilities |
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Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
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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 six months ended July 31, 2025 and 2024, the Company recognized gross revenue of $
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| Table of Contents |
Plant and Equipment
Plant and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Office Equipment |
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Computer Equipment |
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Computer Software |
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Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of plant and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In the last financial year ended January 31, 2024, impairment loss on computer software of $
Impairment of tangible and intangible assets
Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. The asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.
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 six months ended July 31, 2025 and 2024, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive:
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As of July 31, 2025 and January 31, 2025, the total convertible shares from convertible notes totaling $
Recent 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.
The Company does not expect that any recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
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 adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
NOTE 4 – PROPERTY AND EQUIPMENT
As of July 31, 2025 and January 31, 2025, the plant and equipment consisted of the following:
Cost |
| Office Equipment |
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| Computer Equipment |
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| Total |
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January 31, 2024 |
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Foreign Exchange Adjustment |
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January 31, 2025 |
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| $ |
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Foreign Exchange Adjustment |
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July 31, 2025 |
| $ |
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| $ |
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| $ |
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Accumulated Depreciation |
| Office Equipment |
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| Computer Equipment |
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| Computer Software |
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January 31, 2024 |
| $ |
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| $ |
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| $ |
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Additions |
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Foreign Exchange Adjustment |
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January 31, 2025 |
| $ |
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| $ |
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| $ |
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Additions |
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Foreign Exchange Adjustment |
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July 31, 2025 |
| $ |
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Net book value |
| Office Equipment |
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| Computer Equipment |
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| Computer Software |
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| Total |
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January 31, 2024 |
| $ |
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| $ |
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| $ |
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| $ |
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January 31, 2025 |
| $ |
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| $ |
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| $ |
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July 31, 2025 |
| $ |
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| $ |
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| $ |
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Depreciation expense for the six months ended July 31, 2025 and 2024 amounted to $
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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 six months ended July 31, 2025 and 2024, Northeast International Holdings Limited, majority shareholder of the Company upon the change of control on May 16, 2022, advanced $
During the six months ended July 31, 2025 and 2024, the Company incurred net management salary of $
As of July 31, 2025 and January 31, 2025, the total amount due to related parties was $
NOTE 6 – EQUITY
Authorized Stock
The Company’s authorized common stock consists of
Common Stock
As of July 31, 2025 and January 31, 2025, the issued and outstanding common stock was
NOTE 7 – CONVERTIBLE NOTES
On July 31, 2023, the Company issued a convertible note to a non-affiliate of $
On October 31, 2023, the Company issued a convertible note to a non-affiliate of $
| 12 |
| Table of Contents |
On January 31, 2024, the Company issued a convertible note to a non-affiliate of $
On April 30, 2024, the Company issued a convertible note to a non-affiliate of $
On July 31, 2024, the Company issued a convertible note to a non-affiliate of $
On October 31, 2024, the Company issued a convertible note to a non-affiliate of $
On January 31, 2025, the Company issued a convertible note to a non-affiliate of $
On April 30, 2025, the Company issued a convertible note to a non-affiliate of $
On July 31, 2025, the Company issued a convertible note to a non-affiliate of $
During the six months ended July 31, 2025 and 2024, the note interest was $
As of July 31, 2025 and January 31, 2025, the convertible note was $
NOTE 8 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: Software as a Service (Saas) business. The Saas segment is comprised of the Company’s identifying and locating SaaS businesses with the potential to grow, bringing them under the Starguide corporate umbrella. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The accounting policies of the Saas entertainment segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the Saas segment based on the Company’s net loss as reported in the Consolidated Statements of Operations. The Company’s segment assets are reported on the Consolidated Balance Sheets.
The CODM reviews performance based on gross profit, operating profit and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue from its 80% owned subsidiary outside of Great Britian.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to October 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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| Table of Contents |
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.
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.
| 14 |
| Table of Contents |
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the three months and six months ended July 31, 2025 and 2024, which are included herein.
Three months ended July 31, 2025 compared to three months ended July 31, 2024
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| Three Months Ended |
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| July 31, |
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| 2024 |
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| Changes |
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Revenue |
| $ | - |
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| $ | 42 |
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| $ | (42 | ) |
|
| (100 | )% |
Cost of Sales |
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| - |
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| 9 |
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| (9 | ) |
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| (100 | )% |
Gross Profit |
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| - |
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| 33 |
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| (33 | ) |
|
| (100 | )% |
Operating Expenses |
|
| (15,363 | ) |
|
| (15,895 | ) |
|
| 532 |
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|
| (3 | )% |
Other Income (Expense) |
|
| (2,784 | ) |
|
| (733 | ) |
|
| (2,051 | ) |
|
| 280 | % |
Net Loss |
| $ | (18,147 | ) |
| $ | (16,595 | ) |
| $ | (1,552 | ) |
|
| 9 | % |
The Company incurred net loss of $18,147 for the three months ended July 31, 2025 compared to a net loss of $16,595 for the three months ended July 31, 2024. The increase in net loss during the three months ended July 31, 2025 was mainly due to a increase in operating expenses.
During the three months ended July 31, 2025 and 2024, the Company recognized gross revenue of $0 and $42 and incurred cost of sales of $0 and $9, resulting in gross profit of $0 and $33, respectively.
Our operating expenses for the three months ended July 31, 2025 were $15,363 compared to $15,895 for the three months ended July 31, 2024. The increase in operating expenses was mainly due to a increase in audit fees and accounting fees.
Six months ended July 31, 2025 compared to six months ended July 31, 2024
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| Six Months Ended |
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| July 31, |
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| 2025 |
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| 2024 |
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| Changes |
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| % |
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Revenue |
| $ | - |
|
| $ | 150 |
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| $ | (150 | ) |
|
| (100 | )% |
Cost of Sales |
|
| - |
|
|
| 43 |
|
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| (43 | ) |
|
| (100 | )% |
Gross Profit |
|
| - |
|
|
| 107 |
|
|
| (107 | ) |
|
| (100 | )% |
Operating Expenses |
|
| (29,452 | ) |
|
| (37,992 | ) |
|
| 8,540 |
|
|
| (22 | )% |
Other Income (Expense) |
|
| (1,489 | ) |
|
| (1,946 | ) |
|
| 457 |
|
|
| (23 | )% |
Net Loss |
| $ | (30,941 | ) |
| $ | (39,831 | ) |
| $ | 8,890 |
|
|
| (22 | )% |
The Company incurred net loss of $30,941 for the six months ended July 31, 2025 compared to a net loss of $39,831 for the six months ended July 31, 2024. The decrease in net loss during the six months ended July 31, 2025 was mainly due to a decrease in operating expenses.
During the six months ended July 31, 2025 and 2024, the Company recognized gross revenue of $0 and $150 and incurred cost of sales of $0 and $43, resulting in gross profit of $0 and $107, respectively.
Our operating expenses for the six months ended July 31, 2025 were $29,452 compared to $37,992 for the six months ended July 31, 2024. The decrease in operating expenses was mainly due to a decrease in rent expense and software costs.
| 15 |
| Table of Contents |
Liquidity And Financial Condition
Working Capital
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| As of |
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| As of |
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| July 31, |
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| January 31, |
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| 2025 |
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| Changes |
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Current Assets |
| $ | 884 |
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| $ | 4 |
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| $ | 880 |
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| 22,000 | % |
Current Liabilities |
| $ | 380,609 |
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| $ | 338,626 |
|
| $ | 41,983 |
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| 12 | % |
Working Capital Deficiency |
| $ | (379,725 | ) |
| $ | (338,622 | ) |
| $ | (41,103 | ) |
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| 12 | % |
Our total current assets as of July 31, 2025 were $884 as compared to total current assets of $4 as of January 31, 2025 due to an increase in cash.
Our total current liabilities as of July 31, 2025 were $380,609 as compared to total current liabilities of $338,626 as of January 31, 2025. The increase was primarily due to an increase in convertible notes, amount due to related parties and accrued interest.
Our working capital deficit at July 31, 2025 was $379,725 as compared to working capital deficit of $338,622 as of January 31, 2025. 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
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| Six Months Ended |
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| July 31, |
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| 2024 |
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| Changes |
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Cash flows used in operating activities |
| $ | (25,946 | ) |
| $ | (38,218 | ) |
| $ | 12,272 |
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|
| (32 | )% |
Cash flows used in investing activities |
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| - |
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| - |
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| - |
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| - |
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Cash flows provided by financing activities |
|
| 29,550 |
|
|
| 38,576 |
|
|
| (9,026 | ) |
|
| (23 | )% |
Effect of exchange rate changes on cash |
|
| (2,724 | ) |
|
| (336 | ) |
|
| (2,388 | ) |
|
| 711 | % |
Net changes in cash |
| $ | 880 |
|
| $ | 22 |
|
| $ | 858 |
|
|
| 3,900 | % |
Operating Activities
Net cash used in operating activities was $25,946 for the six months ended July 31, 2025 compared with net cash used in operating activities of $38,218 during the six months ended July 31, 2024.
During the six months ended July 31, 2025, the net cash used in operating activities was attributed to net loss of $30,941 reduced by depreciation of $300 and net changes in operating assets and liabilities of $4,695.
During the six months ended July 31, 2024, the net cash used in operating activities was attributed to net loss of $39,831 reduced by depreciation of $288 and net changes in operating assets and liabilities of $1,325.
Investing Activities
We did not have any investing activities during the six months ended July 31, 2025 and 2024.
| 16 |
| Table of Contents |
Financing Activities
During the six months ended July 31, 2025 and 2024, net cash from financing activities was $29,550 and $38,576, respectively. During the six months ended July 31, 2025, we received proceeds from issuance of convertible note to a non-affiliate of $27,900 and proceeds from related parties of $1,650. During the six months ended July 31, 2024, we received proceeds from issuance of convertible note to a non-affiliate of $36,976 and proceeds from related parties of $1,600.
Going Concern
As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $379,725, has an accumulated deficit of $373,442 and shareholders’ deficit of $378,458 as of July 31, 2025. For the six months ended July 31, 2025, the Company suffered a net loss of $30,941 and negative operating cash flow of $25,946. 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.
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 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.
The Company does not expect that any recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
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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 adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
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 July 31, 2025. 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 July 31, 2025.
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:
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101.INS |
| Inline XBRL Instance Document |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Document |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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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. | ||
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Dated: September 8, 2025 | By: | /s/Lu ei Xian | |
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| Lu Mei Xian |
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| President, Chief Executive Officer, |
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| Chief Financial Officer, Treasurer, Secretary and Director |
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| (Principal Executive Officer, Principal Financial Officer and |
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| Principal Accounting Officer) |
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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: September 8, 2025 | /s/Lu Mei Xian | ||
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| Lu Mei Xian |
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| President, Chief Executive Officer, |
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| Chief Financial Officer, Treasurer, Secretary and Director |
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| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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EXHIBIT 31.1
STARGUIDE GROUP, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lu Mei Xian, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Starguide Group, Inc.; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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 |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (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 |
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| (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. |
| By: | /s/ Lu Mei Xian |
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| Lu Mei Xian President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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Dated: September 8, 2025
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Starguide Group, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| By: | /s/ Lu Mei Xian |
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| Lu Mei Xian President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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Dated: September 8, 2025