StarGuide Group Inc. Amends 8-K Filing

TL;DR

StarGuide Group Inc. filed an amendment to a 2022 8-K, updating info on deals and shell company status.

AI Summary

StarGuide Group, Inc. filed an amendment (8-K/A) on October 2, 2025, to a report originally dated December 8, 2022. This amendment pertains to the entry into a material definitive agreement, completion of an acquisition or disposition of assets, and a change in shell company status. The filing includes financial statements and exhibits.

Why It Matters

This amendment provides updated information and potentially crucial details regarding significant corporate events like acquisitions and changes in shell company status for StarGuide Group, Inc.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate significant corporate events or corrections, requiring closer examination of the underlying details.

Key Players & Entities

• STARGUIDE GROUP, INC. (company) — Registrant
• December 8, 2022 (date) — Earliest event reported date
• October 2, 2025 (date) — Filing date of the amendment
• Nevada (jurisdiction) — State of incorporation
• 333-237681 (document_id) — SEC file number
• 61-1817627 (tax_id) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $16,000 — exchange for sixteen thousand dollars ($16,000) on closing. As a result of the acquisi

Filing Documents

• strg_8ka.htm (8-K/A) — 184KB
• strg_ex101.htm (EX-10.1) — 18KB
• strg_ex101img1.jpg (GRAPHIC) — 3KB
• strg_ex101img2.jpg (GRAPHIC) — 2KB
• 0001640334-25-001768.txt ( ) — 353KB
• star-20221208.xsd (EX-101.SCH) — 5KB
• star-20221208_lab.xml (EX-101.LAB) — 15KB
• star-20221208_cal.xml (EX-101.CAL) — 1KB
• star-20221208_pre.xml (EX-101.PRE) — 9KB
• star-20221208_def.xml (EX-101.DEF) — 2KB
• strg_8ka_htm.xml (XML) — 4KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Our disclosure and analysis in this Current Report on Form 8-K (the "Report")contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties. Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K,

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 8, 2022 (the " Closing Date "), Starguide Group, Inc. (the "Company") entered into an agreement with Mr Hoang Lo to acquire 80% of the shares of Live Investments Holdings Ltd, a corporation organized in Great Britain, located in London. Live Investments Holdings Ltd owns 100% of Live Lead Tech Ltd, a corporation organized in Great Britain, also located in London. A description of the specific terms and conditions of the acquisition are set forth in the Stock Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Agreement contains representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the Agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Company's public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. 2

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. Acquisition Agreement The Company acquired the 80% share in Live Investments Holdings in exchange for sixteen thousand dollars ($16,000) on closing. As a result of the acquisition of a majority of the issued and outstanding shares of Live Investments Holdings Ltd, we have now assumed Live Investments Holdings Ltd's business operations as a majority-owned subsidiary and on a consolidated basis. The information regarding the Agreement and the Acquisition set forth in Item 1.01 is incorporated herein by reference. FORM 10 INFORMATION Item 5.06 of Form 8-K states that if the registrant was a shell company before transactions changing the status of a shell company, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, this Current Report on Form 8-K includes all of the information that would be included in a Form 10. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The documents that have been incorporated by reference are an important part of this prospectus, and you should review that information in order to understand the nature of any investment by you in our common shares. We are incorporating by reference the documents listed below: Our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 filed on April 29, 2022 Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2022 filed on June 14, 2022; Our Quarterly Report on Form 10-Q for the quarter ended July 31, 2022 filed on August 21, 20221; Our Quarterly Report on Form 10-Q,for the quarter ended October 31, 2022 filed on December 19, 2022 3 Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Report to the extent that a statement contained herein or in any other subsequ

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View this 8-K/A filing on SEC EDGAR