DuringOur audited financial statements report a net loss of $44,555 for the year ended January 31, 2022, we incurred $25,865 general and administrative expenses2023 compared to $7,879 duringa net loss of $25,865 for the year ended January 31, 2021.2022. The expenses increased due to expanded operations. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. Duringincrease in net loss during the year ended January 31, 2022 are2023 was mainly due to an increase in the operating expenses.

Our operating expenses consistedfor the year ended January 31, 2023 were $44,520 compared to $25,865 for the year ended January 31, 2022..The operating expenses for the year ended January 31, 2023  mainly consists of accounting fees of $5,565, Edgar filing$13,590, audit fees of $2,000, bank charges$13,250 and management salaries to related party of $298, transfer agent fees$8,000. The increase in operating expenses was mainly attributed to the acquisition of $10,019, consulting feessubsidiaries during the year ended January 31, 2023.On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings which owns 100% of $7,000, depreciationLive Lead Tech Ltd, a cloud-based lead generation software corporation organized in Great Britain.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

Our total current assets as of $268January 31, 2023 were $2,933 as compared to total current assets of $1,805 as of January 31, 2022 due to an increase in cash.

Our total current liabilities as of January 31, 2023 were $157,605 as compared to total current liabilities of $10,667 as of January 31, 2022. The increase was primarily due to an increase in due to related parties and other miscellaneous expensesaccounts payable and accrued liabilities.

Our working capital deficit at January 31, 2023 was $154,672 as compared to working capital deficit of $715.$8,862 as of January 31, 2022. The increase in working capital deficiency was mainly attributed to an increase in due to related parties and accounts payable and accrued liabilities.

Net LossCash Flows

Operating Activities

Our net lossNet cash used in operating activities was $36,638 for the year ended January 31, 20222023 compared with net cash used in operating activities of $25,532 during the prior year.

During the year ended January 31, 2023, the net cash used in operating activities was $25,865 comparedattributed to net loss of $7,879 during year ended  January 31, 2021.$44,555 reduced by depreciation of $796, an increase in accounts payable and accrued liabilities of $3,121 and an increase in management salary payable of $4,000.

As of January 31, 2022

As of January 31, 2022 our total assets were $2,203 compared to $21,528 in total assets at January 31, 2021. As of January 31, 2022 our total current liabilities were $10,667 compared to $7,667 in total liabilities at January 31, 2021.

Stockholders’ deficit was $8,464 as of January 31, 2022 compared to Stockholders’ equity was $13,861 of January 31, 2021.

Cash Flows from Operating Activities

ForDuring the year ended January 31, 2022, the net cash flows used byin operating activities was $25,532 consisting of aattributed to net loss of $25,865,$25,532 reduced by depreciation of $268 and a decrease in prepaid expenseexpenses of $65 and depreciation of $268. For$65.

Investing Activities

During the year ended January 31, 2021,2023, we used $112,499 for investing activities comprised of acquisition of subsidiaries, net of cash flows used by operating activities was $7,861consistingacquired of a net loss$28,899 and purchase of $7,879, decrease in prepaid expenseproperty, plant and equipment of $64 and depreciation of $134.

Cash flows from Investing Activities

For$83,600. During the year ended January 31, 2022, cash flow used inwe did not have any investing activities was $0 compared to $800 foractivities.

Financing Activities

During the year ended January 31, 2021.2023 and 2022, net cash from financing activities was $150,483 and $6,540, respectively. During the year ended January31, 2021, the Company purchased computer equipment to make operations more efficient.

Cash FlowsJanuary 31, 2023, we received proceeds from Financing Activities

We have financed our operations primarilyrelated parties of $141,678 and proceeds from either advancements or the issuanceformer director of equity instruments. For$8,805. During the year ended January 31, 2022, net cash provided by financing activities was $6,540we received from proceeds from issuance of Commoncommon stock of $3,540 and loanproceeds from related party if $3,000 compared to $28,150 received from proceeds from issuanceparties of Common stock of $22,500 and loan from related party if $5,650.$3,000.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve  months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual 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.

GOING CONCERN

The independent auditors’ report accompanying our January 31, 20222023 and January 31, 20212022 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Starguide Group Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Starguide Group Inc. (“the Company”) as of January 31, 2021, and 2020, the related statements of operations, stockholder’s equity, and cash flows, for each of the two years in the period ended January 31, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Relating to Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, company had accumulated losses of $ 10,639 since inception (February 21, 2017) and had not yet established an ongoing source of revenue sufficient to cover its operating costs. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United  States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of  the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2020.

Islamabad, Pakistan

Date: April 20, 2021

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE,VANCOUVER, WA 9812598660

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors & Audit Committee:

Starguide Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Starguide Group, Inc. as of January 31, 20222023 and the related consolidated statements of operations, changes in stockholder’s equity, cash flows, and the related notes (collectively referred to as “financial statements”) for the periodfiscal year then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2023 and 2022 and the results of its operations and its cash flows for the periodfiscal years then ended, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Starguide Group, Inc. as of January 31, 2021, were audited by other auditors whose report dated April 20, 2021 expressed an unqualified opinion on those statements.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audits of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

As described further in Note 2 to the financial statements, the Company has incurred losses from inception through January 31, 2022 and expects to incur additional losses in the future.

We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2022.

PCAOB ID: 6108

Seattle,Vancouver, Washington

April 25, 2022May 14, 2023

PART I. FINANCIAL INFORMATIONSTARGUIDE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

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

STARGUIDE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

STARGUIDE GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

STATEMENTS OF OPERATIONS (AUDITED)FOR THE YEAR ENDED JANUARY 31, 2023 and 2022

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

STARGUIDE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JANUARY 31, 2021 AND JANUARY 31, 2022 (AUDITED)CASH FLOWS

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

STARGUIDE GROUP, INC.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS (AUDITED)

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

STARGUIDE GROUP, INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND JANUARY 31, 20212023

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

STARGUIDE GROUP, INC. (the “Company”) is a corporation established under the corporation lawsStarguide Group, Inc. was incorporated in the State of Nevada on February 21, 2017. The Company intends2017 and established a fiscal year end of January 31. We are still in the development stage and as of today we have no revenues, have minimal assets and have incurred losses since inception. We were formed to commence operationsengage in the distribution of Indian traditional art and crafts.crafts from India to individuals and wholesalers around the world. As of today, we have not identified any party to sell our products. Initially, our sole officer and director, Vicky Sharma will market our products. We intend to hire salespersons with good knowledge and connections in our market. The salesperson’s job would be to find potential customers, and to set up agreements with them. We intend to focus on direct marketing efforts whereby our representative will directly contact. We plan to advertise our service and products on different websites and social networks using context ad. We plan to use internet catalogs and use many online marketing tools to direct traffic to our website and identify potential customers. In addition, we are going to issue monthly printed catalog and send it to our clients.

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 has adopted January 31 fiscal year end.intends to be an incubator of Software as a Service (Saas) startups and is in active discussions with multiple SaaS businesses. The Company’s goal is to identify and locate SaaS businesses with the potential to grow, and to bring them under the Starguide corporate umbrella.

On December 8, 2022, the Company acquired 80% shares in Live Investments Holdings, a corporation organized in Great Britain located in London, in exchange for sixteen thousand dollars ($16,000) on closing.  Live Investments Holdings Ltd. owns 100% of Live Lead Tech Ltd, a cloud-based lead generation software corporation organized in Great Britain located in London. As a result of the acquisition of a majority of the issued and outstanding shares of Live Investments Holdings Ltd, the Company have now assumed Live Investments Holdings Ltd’s business operations as a majority-owned subsidiary and on a consolidated basis.   

NOTE 2 – GOING CONCERN UNCERTAINTY

The Company’sAs reflected in the accompanying consolidated financial statements, asthe Company has an accumulated deficit of $78,327 and a net loss of $44,555 for the year ended January 31, 2022 and 2021 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.2023. The Company hasdid not yet established an ongoing source ofgenerate revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 21, 2017) toduring the year ended January 31, 2022, of $36,504.2023. These factors among others raise substantial doubt about theour ability of the companyto continue as a going concern. The Company’s ability to continue as a going concern for a reasonable period of time. 

During the year ended January 31, 2022, the Company was negatively impacted by the effects of the worldwide COVID-19 pandemic. The Company’s business is distribution of Indian traditional art and crafts. Border closer, travel bans and quarantine place doubtdependent on the Company’s revenue, which could result in continued losses.

In orderits ability to continue as a going concern, the Company will need, among other things,raise additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meetimplement its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.business plan. These financial statements do not include any adjustments related to the recoverability and classification of assets or therecorded 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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the CompanySecurities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with generally accepted accounting principles inGenerally Accepted Accounting Principles (“GAAP”) of the United States of America. Company’The Company’s fiscal year end is January 31.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its 80% owned subsidiaries of Live Investments Holdings Ltd. which owns 100% of Live Lead Tech Ltd. All material intercompany balances and transactions have been eliminated.

Foreign Currency Translations

The Company’s functional and operationalreporting currency is US Dollar.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:

New Accounting Pronouncements

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.

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Stock-Based CompensationUse of Estimates

AsThe preparation of January 31, 2022, and 2021, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of Americaaccounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities revenue, and expenses. Actual resultsdisclosure of contingent assets and outcomes may differ from management’s estimatesliabilities at the date the financial statements and assumptions.

Due to the limited levelreported amount of operationsrevenues and expenses during the reporting period,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 no material assumptionssubsequent 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 estimates other than the assumptionequity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a going concern.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 no cash equivalents at January 31, 2023 and January 31, 2022.

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions (see Note 7).

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:

Property, Plant and Equipment

Property 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:

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 property 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. During the year ended January 31, 2023 and 2022, no impairment losses have been identified.

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.

Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

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 year ended January 31, 2023 and 2022, the Company did not have any dilutive instruments

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at January 31, 2022.2023 (see Note 9).

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2022.Lease

The respective carrying valuesCompany entered into an office lease agreement in Great Britain for an one-year term starting from December 2022 and expired in November 2023.

In accordance with ASC 842, “Leases,”we determine if an arrangement is a lease at inception.

The office lease meets the definition of certain on-balance-sheeta short-term lease because the lease term is 12 months or less without an automatic extension clause. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective February 1, 2021 and there was no material impact on the Company’s financial instruments approximate their fair values. Thesestatements.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial instruments include cashstatements. 

NOTE 4 – ACQUISITIONS

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 related party loan payable. Fair values wereoutstanding shares of Live Investments Holdings Ltd, the Company have now assumed to approximate carrying values for these financial instruments since they are short term in natureLive Investments Holdings Ltd’s business operations as a majority-owned subsidiary and their carrying amounts approximate fair value.on a consolidated basis.   

Basic and Diluted Loss Per ShareThe following table summarizes the fair value of the consideration paid by the Company:

NOTE 5 – PROPERTY AND EQUIPMENT

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basicProperty and diluted earnings per share on the faceequipment at January 31, 2023 and January 31, 2022 consisted of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.following:

Risks and Uncertainties