STARGUIDE GROUP, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
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.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Acquisition Agreement
The Company acquired the 80% share in
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 thise 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 endedJanuary 31, 2022 filed onApril 29, 2022 ? Our Quarterly Report on Form 10-Q for the quarter endedApril 30, 2022 filed onJune 14, 2022 ; ? Our Quarterly Report on Form 10-Q for the quarter endedJuly 31, 2022 filed onAugust 21 , 20221; ? Our Quarterly Report on Form 10-Q,for the quarter endedOctober 31, 2022 filed onDecember 19, 2022 2
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 subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.
The documents incorporated by reference into this Report can be obtained directly from us. Upon written or oral request, we will provide to each person, including any beneficial owner, to whom this Report is delivered, a copy of any or all of the reports or documents that have been incorporated by reference into this Report forms a part but not delivered with this Report. If you would like a copy of any of these documents, at no cost, please call us at (702) 664-0097.
Executive Summary:
LiveLead eliminates the need for businesses of all sizes to hire developers or engage in complex coding in its lead generation efforts., thanks to its user-friendly platform and utilization of technology.
History:
LiveLead is an offshoot of a highly successful product, Boost. Boost was first introduced in 2018 and since its inception, has been making waves in the market with its innovative approach to lead generation. With a focus on social opt-in, Boost has helped countless businesses to gather thousands of leads by providing a simple and intuitive platform for users to sign up for updates, newsletters, and other promotional content. Over the past few years, Boost has established itself as a reliable and trustworthy solution for businesses looking to expand their customer base and grow their revenue.
Boost was launched on the application marketplace AppSumo in 2020 and was met with much fanfare and enthusiasm from the marketing and startup communities. The launch was a major success, with Boost selling several thousand one-time licenses in a matter of weeks. The positive response to Boost's unique approach to lead generation was a testament to the product's value and effectiveness.
At the same time, the founder of Boost recognized that there was still a lot of
room for improvement and growth. With this in mind, they decided to spin off
Boost into a separate entity and create
One of the main objectives of LiveLead is to transition Boost from a one-time sale product to a subscription revenue model. This shift will allow LiveLead to provide an even more comprehensive and customized experience for its users, as well as offer additional features and benefits that were not possible with the one-time sale model. Additionally, the subscription revenue model will allow LiveLead to establish a more predictable and sustainable revenue stream, allowing the company to invest more resources into product development and growth.
The history of Boost and the creation of LiveLead is a testament to the founders' commitment to innovation, growth, and providing value to their customers. With a strong foundation in the form of Boost, LiveLead aims to become a major player in the social opt-in lead generation space.
Market Analysis:
A lead is a potential customer who has shown interest in a company's product or service and provided their contact information for future marketing efforts. A lead can be generated through various methods such as filling out a form on a website, attending an event, or responding to an advertisement.
Lead generation refers to the process of identifying and nurturing leads to the point where they become interested in a company's offerings. Effective lead generation involves creating a strong marketing strategy that attracts potential customers and converting them into leads. This can include tactics such as search engine optimization (SEO), content marketing, email marketing, and social media marketing. The ultimate goal of lead generation is to build a pipeline of qualified leads that can be passed on to sales teams for further nurturing and potential conversion into customers.
The demand for lead generation software is on the rise as businesses seek
effective and efficient ways to capture leads. According to a report from
The growth of the market can be attributed to several factors, including the increasing demand for lead-generation solutions by small and medium-sized businesses, the popularity of digital marketing and automation technologies, and the rise of e-commerce and the use of social media platforms for marketing purposes.
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However, a major challenge for businesses is obtaining genuine and verified leads. Traditional lead generation methods such as collecting information from websites or social media can be time-consuming, inaccurate, and often result in unqualified leads.
Problem Definition:
This presents a significant opportunity for
Social sign-up is a popular feature used by websites and apps to increase their signup conversion rate. The idea behind it is simple: users can sign up using their existing social media accounts, rather than filling out a lengthy form. This not only saves time for the user but also reduces friction in the sign-up process. However, this feature is not commonly used on opt-in forms on websites, where businesses typically ask visitors to provide their name and email address in exchange for something of value, such as a newsletter, an e-book, or a discount.
Businesses are always looking for new ways to collect leads and build their email lists. LiveLead offers a unique solution to this problem by providing businesses with opt-in links that they can place anywhere on their websites or learning pages. These links can be shared on social media, embedded in emails, or even added to QR codes. With LiveLead, businesses can collect email contacts wherever they can place a link, providing them with a new channel to reach their audience and grow their email lists.
Asking people to type their email addresses can be a significant barrier to collecting leads, as it can be a poor user experience. Some people may be hesitant to provide their personal information, while others may simply find the process too time-consuming. LiveLead social opt-in solves this problem by allowing the audience to opt in quickly without typing their name and email address. The audience simply clicks on a LiveLead link and the information is automatically captured. This streamlines the opt-in process and provides a better user experience, making it easier for businesses to collect leads and grow their email lists.
Target Market:
We understand that every business is unique, with its own set of challenges and goals. That's why we have designed our lead generation software to be highly versatile, and capable of catering to businesses of all sizes and industries. Our target market is extensive, and we aim to provide value to small and medium-sized businesses, startups, and large enterprises alike. Leveraging the latest technology, LiveLead provides an effortless and efficient solution for businesses seeking to boost visibility, expand their customer base, and generate high-quality leads. Designed to meet the needs of both new startups and well-established enterprises, the software helps businesses achieve growth goals and succeed in a competitive marketplace. Its user-friendly interface and powerful lead collection capabilities make LiveLead an ideal solution for businesses looking to stay ahead of the curve and enhance their lead generation efforts.
Products:
Our flagship product, LiveLead, is a powerful and innovative lead-generation
software designed to help businesses reach and engage with their target audience
more effectively. Utilizing state-of-the-art intelligence technology, LiveLead
automatically collects verified leads from sources such as Amazon, Apple,
Facebook,
In addition to LiveLead, we are committed to developing complementary products that will help businesses grow and succeed. One such product idea is the AI Lead Generation Chat Widget, a chat-based lead capture tool that uses AI technology to engage with website visitors and collect their information in real time, increasing the effectiveness of lead generation efforts.
How LiveLead Works:
LiveLead is a cloud-based software that helps businesses collect leads through social sign-up and login APIs. The software is designed to be user-friendly and enables businesses to create opt-in links without needing to code. An opt-in link is a link that visitors can click on to opt-in and subscribe for more information or receive something in exchange, such as an eBook. Opt-in links are similar to opt-in forms, which are used on websites for visitors to enter their email address, but opt-in links do not require the visitor to fill out a form with their information. With LiveLead, businesses can create opt-in buttons and QR codes based on their created opt-in links. Opt-in buttons are graphical elements that are placed on a website, encouraging visitors to click and opt-in.
Opt-in QR codes are two-dimensional barcodes that, when scanned with a smart phone camera, redirect visitors to the opt-in link.
Both opt-in buttons and QR codes can be customized to include the business' own social app credentials and custom domain, or they can choose to use the LiveLead default social apps and domain name.
Once a visitor clicks on an opt-in link, they are directed to a consent screen from the chosen social network, where they can approve or deny the request for their social account information.
If the visitor approves the request, their information, including email address and name, is collected and saved to the database. This information is then displayed on the user's dashboard and, if the user has entered the API key of their CRM or email automation tool, it will be sent to the external integration. The opt-in process also provides the visitor with access to locked resources promised by the business, such as an eBook and a free report.
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Additionally, LiveLead offers advanced features for agencies and resellers, such as the ability to create white labeled accounts to sell and set up for their clients, making it a great solution for businesses that want to offer their own branded lead collection services to their customers.
Core Technology:
LiveLead operates on a robust and cost-effective tech stack consisting of MeteorJS, MongoDB, NodeJS, JQuery, and Nginx servers running on Ubuntu. MeteorJS is a full-stack JavaScript platform that provides fast and reactive updates to . . .
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial Statements (unaudited) of Live Investments Holdings Ltd. from
November 21, 2022 (inception) to January 31, 2023 .
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(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit
Number Description of Exhibit Filing
10.1 Stock Purchase Agreement by and between the Company and Filed
Hoang Lo dated December 8, 2022 herewith.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL Document)
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