STRG 10-K & 10-Q changes, risk factors and insider trading
Starguide Group, Inc. · Wholesale-Miscellaneous Nondurable Goods · CIK 1803096 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
Our other expenses for the year ended January 31,see in full comparison20252026 were$6,801$4,404 compared to$93,355$6,801 for the year ended January 31,2024.2025. During the year ended January 31,2024,2026 and 2025, the Company recognized foreign exchange gain of $5,000 and incurredimpairmentforeign exchange losson softwareof$69,841$1,072,and impairment loss on goodwill of $26,319.respectively.
During the year ended January 31,see in full comparison2024,2025, the net cash used in operating activities was attributed to net loss of$202,345$90,712 reduced by depreciation of$12,386,$580,impairmentreducedloss on software of $69,841, impairment loss on goodwill of $26,319,by changes in operating assets and liabilities of$31,055, and increased by accounts payable written off of $2,982.$31,189.
“During the year ended January 31, 2024, we received proceeds from issuance of convertible notes to non-affiliate of $48,861 and proceeds from related parties of $11,300.”see in full comparison
“During the year ended January 31, 2026, we received proceeds from issuance of convertible notes to non-affiliate of $34,350 and proceeds from related parties of $2,150.”see in full comparison
Our operating expenses for the year ended January 31,see in full comparison20252026 were$84,147$76,623 compared to$112,821$84,147 for the year ended January 31,2024.2025. The decrease in operating expenses was mainly due toana decreasein depreciation on plant and equipment and professional fees includesaudit and accounting fees.
Our total current assets as of January 31,see in full comparison20252026 were$4$140 as compared to total current assets of$161$4 as of January 31,20242025 due toaandecreaseincrease incash.cash and accounts receivable.
Full comparison: every changed paragraph (6)
Our operating expenses for the year ended January 31, 20252026 were $84,147$76,623 compared to $112,821$84,147 for the year ended January 31, 2024.2025. The decrease in operating expenses was mainly due to ana decrease in depreciation on plant and equipment and professional fees includes audit and accounting fees.
Our other expenses for the year ended January 31, 20252026 were $6,801$4,404 compared to $93,355$6,801 for the year ended January 31, 2024.2025. During the year ended January 31, 2024,2026 and 2025, the Company recognized foreign exchange gain of $5,000 and incurred impairmentforeign exchange loss on software of $69,841$1,072, and impairment loss on goodwill of $26,319.respectively.
Our total current assets as of January 31, 20252026 were $4$140 as compared to total current assets of $161$4 as of January 31, 20242025 due to aan decreaseincrease in cash.cash and accounts receivable.
During the year ended January 31, 2024,2025, the net cash used in operating activities was attributed to net loss of $202,345$90,712 reduced by depreciation of $12,386,$580, impairmentreduced loss on software of $69,841, impairment loss on goodwill of $26,319,by changes in operating assets and liabilities of $31,055, and increased by accounts payable written off of $2,982.$31,189.
During the year ended January 31, 2026, we received proceeds from issuance of convertible notes to non-affiliate of $34,350 and proceeds from related parties of $2,150.
During the year ended January 31, 2024, we received proceeds from issuance of convertible notes to non-affiliate of $48,861 and proceeds from related parties of $11,300.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Nine months ended October 31, 2025 compared to nine months ended October 31, 2024”
Removed heading “Recent Accounting Pronouncements”
Removed heading “Recently Adopted Accounting Standards”
Largest changes
“Nine months ended October 31, 2025 compared to nine months ended October 31, 2024”see in full comparison
Three months endedsee in full comparisonOctoberApril31,30,20252026 compared to three months endedOctoberApril31,30,20242025
“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.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (25)
The following summary of our results of operations should be read in conjunction with our financial statements for the three months and nine months ended OctoberApril 31,30, 20252026 and 2024,2025, which are included herein.
Three months ended OctoberApril 31,30, 20252026 compared to three months ended OctoberApril 31,30, 20242025
The Company incurred net loss of $18,812$14,784 for the three months ended OctoberApril 31,30, 20252026 compared to a net loss of $16,847$12,794 for the three months ended OctoberApril 31,30, 2024.2025. The increase in net loss during the three months ended OctoberApril 31,30, 20252026 was mainly due to a increase in other expenses.
During the three months ended October 31, 2025 and 2024, the Company recognized gross revenue of $0 and $1,961 and incurred cost of sales of $0 and $1,861, resulting in gross profit of $0 and $100, respectively.
Operating expenses for the three months ended OctoberApril 31,30, 20252026 were $15,769$11,514 compared to $15,374$14,089 for the three months ended OctoberApril 31,30, 2024.2025.
Other expenses for the three months ended OctoberApril 31,30, 20252026 were $3,043$3,270 compared to $1,573other income of $1,295 for the three months ended OctoberApril 31,30, 2024.2025. The increase in other expense was due to an increase in interest expense incurred from convertible note.
Nine months ended October 31, 2025 compared to nine months ended October 31, 2024
The Company incurred net loss of $49,753 for the nine months ended October 31, 2025 compared to a net loss of $56,678 for the nine months ended October 31, 2024. The decrease in net loss during the nine months ended October 31, 2025 was mainly due to a decrease in operating expenses.
During the nine months ended October 31, 2025 and 2024, the Company recognized gross revenue of $0 and $2,111 and incurred cost of sales of $0 and $1,904, resulting in gross profit of $0 and $207, respectively.
Our operating expenses for the nine months ended October 31, 2025 were $45,208 compared to $53,366 for the nine months ended October 31, 2024. The decrease in operating expenses was mainly due to a decrease in rent expense and software costs.
Our total current assets as of OctoberApril 31,30, 20252026 were $9$14 as compared to total current assets of $4$140 as of January 31, 20252026 due to ana increasedecrease in cash.
Our total current liabilities as of OctoberApril 31,30, 20252026 were $396,982$449,055 as compared to total current liabilities of $338,626$436,776 as of January 31, 2025.2026. The increase was primarily due to an increase in convertible notes, amount due to related parties and accrued interest.
Our working capital deficit at OctoberApril 31,30, 20252026 was $396,973$449,041 as compared to working capital deficit of $338,622$436,636 as of January 31, 2025.2026. The increase in working capital deficiency was mainly attributed to an increase in convertible notes, amount due to related parties and accrued interest.
Net cash used in operating activities was $33,777$782 for the ninethree months ended OctoberApril 31,30, 20252026 compared with net cash used in operating activities of $47,771$14,624 during the ninethree months ended OctoberApril 31,30, 2024.2025.
During the ninethree months ended OctoberApril 31,30, 2025,2026, the net cash used in operating activities was attributed to net loss of $49,753$14,784 reduced by depreciation of $458$153 and net changes in operating assets and liabilities of $15,518.$13,849.
During the ninethree months ended OctoberApril 31,30, 2024,2025, the net cash used in operating activities was attributed to net loss of $56,678$12,794 reduced by depreciation of $437$146 and increased by net changes in operating assets and liabilities of $8,470.$1,976.
We did not have any investing activities during the ninethree months ended OctoberApril 31,30, 20252026 and 2024.2025.
During the ninethree months ended OctoberApril 31,30, 20252026 and 2024,2025, net cash from financing activities was $36,000$0 and $48,226,$17,950, respectively. During the ninethree months ended OctoberApril 31,30, 2025, we received proceeds from issuance of convertible note to a non-affiliate of $34,350$17,300 and proceeds from related partiesparty of $1,650. 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.$650.
As reflected in the accompanying consolidated financial statements, the Company’s current liabilities exceeded its current assets by $396,973,$449,041, has an accumulated deficit of $390,746$434,575 and shareholders’ deficit of $395,864$448,203 as of OctoberApril 31,30, 2025.2026. For the ninethree months ended OctoberApril 31,30, 2025,2026, the Company suffered a net loss of $49,753$14,784 and negative operating cash flow of $33,777.$782. 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.
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.
STRG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding STRG (13F)
None of the 59 investors we track reported a position in their latest 13F.