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Excrept from filing document 2025-07-31

As of January 31 2025 the last business day of the registrant s most recently completed second fiscal quarter the aggregate market value of the voting common stock held by non affiliates of the registrant was approximately 140 based on the closing price per share or 0 02 of the registrant s common stock as reported by OTC Markets Group Inc
Certain statements and information included in this Annual Report on Form 10 K for the year ended July 31 2025 this Report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended the Securities Act Section 21 of the Securities Exchange Act of 1934 as amended the Exchange Act and the Private Securities Litigation Reform Act of 1995 Forward looking statements are not statements of historical facts but rather reflect our current expectations concerning future events and results We generally use the words may should believe expect intend plan anticipate likely estimate potential continue will and similar expressions to identify forward looking statements Such forward looking statements including those concerning our expectations involve risks uncertainties and other factors some of which are beyond our control which may cause our actual results performance or achievements or industry results to be materially different from any future results performance or achievements expressed or implied by such forward looking statements Except as required by applicable law including the securities laws of the United States we undertake no obligation to publicly update or revise any forward looking statements whether as a result of new information future events or otherwise You are cautioned not to unduly rely on such forward looking statements when evaluating the information presented in this Report
On November 15 2022 the Company Successor transmuted its business plan from that of a shell company to a business combination related shell company with conducting a reorganization with Luboa Group Inc LBAO or Predecessor a Nevada corporation The reason for the change in the nature of our business plan was due to the fact that our former sole director Paul Moody believed it to be in the best interest of the Company to complete a holding company reorganization Reorganization with LBAO pursuant to NRS 92A 180 NRS A 200 NRS 92A 230 and NRS 92A 250 The Articles of Merger pursuant to the Reorganization was filed and effective on November 15 2022 with the Nevada Secretary of State
Pursuant to the Reorganization the Company issued 1 000 shares of its common stock to Predecessor and Merger Sub issued 1 000 shares of its common stock to the Company immediately prior to the Reorganization Immediately prior to the merger the Company was a wholly owned direct subsidiary of LBAO and Merger Sub was a wholly owned direct subsidiary of the Company The legal effective date of the Reorganization was November 15 2022 the Effective Time At the Effective Time Predecessor was merged with and into Merger Sub the Merger and Predecessor was the surviving corporation Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued fully paid and non assessable share of Successor common stock
Each share of Predecessor s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued fully paid and non assessable share of Successor common stock The control shareholder of Successor was CRS Consulting LLC a Wyoming limited liability company controlled by Jeffrey DeNunzio Thomas DeNunzio and Paul Moody At the time CRS Consulting LLC was the beneficial holder of a total of 500 000 000 shares of Common Stock of the Company representing approximately 81 75 voting control of the Company Paul Moody was the same officer director of the Predecessor and Merger Sub Upon completion of the reorganization and currently there are approximately 611 600 000 shares of Common Stock issued and outstanding of the issuer
The Merger shall have the effects set forth in the Agreement and Plan of Merger attached as Exhibit 99 in the Form 8 K we filed with the Securities and Exchange Commission on November 21 2022 pursuant to the applicable provisions set forth in NRS 92A 250 Without limiting the generality of the foregoing and subject thereto at the Effective Time i right and title to all assets including real estate and other property if any owned by and every contract right possessed by the Predecessor and Merger Sub shall vest in Predecessor and ii all liabilities and obligations of the Predecessor and Merger Sub shall become the liabilities and obligations of Predecessor The vesting of such rights title liabilities and obligations in the Predecessor shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights title liabilities and obligations
The conversion of securities of Predecessor into the identical and equivalent securities of Successor will not constitute a sale resale or different security Securities issued by Successor pursuant to the merger shall be deemed to have been acquired at the same time as the securities of the Predecessor exchanged in the merger Successor securities issued solely in exchange for the securities of Predecessor as part of a reorganization of the Predecessor into a holding company structure Stockholders received securities of the same class evidencing the same proportional interest in the holding company as they held in the Predecessor and the rights and interests of the stockholders of such securities are substantially the same as those they possessed as stockholders of the Predecessor s securities Immediately following the merger Successor has no significant assets other than securities of the Predecessor and its existing subsidiary and has the same assets and liabilities on a consolidated basis as the Predecessor had before the merger Stockholders of Predecessor became and now are the stockholders of Successor On November 15 2022 after the completion of the Reorganization the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand alone and separate entity with no subsidiary The assets and liabilities of Predecessor if any remain with Predecessor
On or about March 1 2023 the Company was issued a CUSIP number of 90401U109 by CUSIP Global Services The announcement of our corporate action and release of our ticker symbol UHGI was posted on the FINRA Daily List on March 1 2023 The Market Effective date was March 2 2023 As a result of the Reorganization and FINRA s subsequent completion of their review the Company began a quoted market in its common stock on March 2 2023 under the ticker symbol UHGI
On April 21 2023 the Company entered into a Share Purchase Agreement the Agreement with CRS Consulting LLC a Wyoming Limited Liability Company CRS and SKYPR LLC a Delaware Limited Liability Company SKYPR pursuant to which on April 21 2023 Closing Date CRS sold 493 884 000 shares of common stock representing approximately 80 75 voting control of the Company for consideration of 330 000 The consummation of the transactions resulted in a change in control of the Company with SKYPR becoming the Company s largest controlling stockholder The sole member of SKYPR is Ryohei Uetaki CRS Consulting LLC is collectively controlled by its members Jeffrey DeNunzio Thomas DeNunzio and Paul Moody
The Company has been engaged in organizational efforts and obtaining initial financing The Company seeks to serve as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible business combination As a result the Company has not conducted negotiations or entered into a letter of intent concerning any target business The business purpose of the Company is to seek the acquisition of or merger with an existing company
The Company is an emerging growth company EGC that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act the JOBS Act that eases restrictions on the sale of securities and increases the number of shareholders a company must have before becoming subject to the U S Securities and Exchange Commissions SEC s reporting and disclosure rules See Emerging Growth Companies Section Below
The Company based on proposed business activities is a blank check company The U S Securities and Exchange Commission the SEC defines those companies as any development stage company that is issuing a penny stock within the meaning of Section 3 a 51 1 of the Securities Exchange Act of 1934 as amended the Exchange Act and that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person Under SEC Rule 12b 2 under the Exchange Act the Company also qualifies as a shell company because it has no or nominal assets other than cash and no or nominal operations Many states have enacted statutes rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions Management does not intend to undertake any efforts to cause a market to develop in our securities either debt or equity
The Company current business plan is to serve as a vehicle to investigate and if such investigation warrants acquire a target company or business seeking the perceived advantages of being a publicly held corporation The Company s principal business objective for the next 12 months and beyond such time will be to achieve long term growth potential through a combination with a business rather than immediate short term earnings The Company will not restrict its potential candidate target companies to any specific business industry or geographical location and thus may acquire any type of business The Company may merge with or acquire another company in which the promoters management or promoters or managements affiliates or associates directly or indirectly have an ownership interest
The analysis of new business opportunities will be undertaken by or under the supervision of Ryohei Uetaki the sole officer and director of the Registrant As of this date the Company has not entered into any definitive agreement with any party nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company The Registrant has unrestricted flexibility in seeking analyzing and participating in potential business opportunities In its efforts to analyze potential acquisition targets the Registrant will consider the following kinds of factors
In applying the foregoing criteria no one of which will be controlling management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data Potentially available business opportunities may occur in many different industries and at various stages of development all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex Due to the Registrant s limited capital available for investigation the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired
Additionally the Company will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities A large number of established and well financed entities including venture capital firms are active in mergers and acquisitions of companies which may be a merger or acquisition candidate for the Company Nearly all such entities have significantly greater financial resources technical expertise and managerial capabilities than the Company and consequently we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination Moreover the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates
In the future we may issue shares of our common stock Shares of our common stock which are not registered with the Securities and Exchange Commission but are held by shareholders cannot be sold under the exemptions from registration provided by Rule 144 under or Section 4 1 of the Securities Act Rule 144 so long as the Company is designated a shell company and for 12 months after it ceases to be a shell company provided the Company otherwise is in compliance with the applicable rules and regulations Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws
If the Company engages in a registration statement offering our securities for sale as a blank check company or with a company that would still be considered a shell company or blank check company our securities will require registration subject to Rule 419 The Securities and Exchange Commission has adopted a rule Rule 419 which defines a blank check company as i a development stage company that is ii offering penny stock as defined by Rule 3a51 1 and iii that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies Should we file a registration statement offering of our securities for sale before we complete a business combination with an operating company the Company would be considered a blank check company within the meaning of Rule 419 and any sales of the stock issued in the offering would require a registration under the Securities Act of 1933 as amended furthermore the registered securities and the proceeds from an offering subject to Rule 419 require the following
All offering proceeds after deduction of cash paid for underwriting commissions underwriting expenses and dealer allowances and amounts permitted to be released to the registrant shall be deposited promptly into the escrow or trust account provided however that no deduction may be made for underwriting commissions underwriting expenses or dealer allowances payable to an affiliate of the registrant
All securities issued in connection with the offering whether or not for cash consideration and any other securities issued with respect to such securities including securities issued with respect to stock splits stock dividends or similar rights shall be deposited directly into the escrow or trust account promptly upon issuance The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities
Post effective amendment for acquisition agreement Upon execution of an agreement s for the acquisition s of a business es or assets that will constitute the business or a line of business of the registrant and for which the fair value of the business es or net assets to be acquired represents at least 80 percent of the maximum offering proceeds including proceeds received or to be received upon the exercise or conversion of any securities offered but excluding amounts payable to non affiliates for underwriting commissions underwriting expenses and dealer allowances the registrant shall file a post effective amendment disclosing the entire transaction
If we publicly offer any securities as a condition to the closing of any acquisition or business combination while we are a blank check or shell company we will have to fully comply with SEC Rule 419 and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were offered if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following our advice about the proposed transaction all funds that must be held in escrow by us under Rule 419 as applicable will be promptly returned to any such stockholder All securities issued in any such offering will likewise be deposited in escrow pending satisfaction of the foregoing conditions In addition if we enter into a transaction with a company that would still be considered a shell company or blank check company the exemption from registration available from Rule 144 for the resales of our securities by our shareholders would not be available to us
In addition the ability to register or qualify for sale any shares of stock for both initial sale and secondary trading would be limited because a number of states have enacted regulations pursuant to their securities or blue sky laws restricting or in some instances prohibiting the sale of securities of blank check issuers such as the Company within that state In addition many states while not specifically prohibiting or restricting blank check companies may not register the shares for sale in their states Because of such regulations and other restrictions the Company s selling efforts if any and any secondary market which may develop may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the shares have been registered thus limiting the issuer s ability to complete this offering
It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant Although the terms of any such transaction cannot be predicted it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so called tax free reorganization under Section 368 a 1 of the Internal Revenue Code of 1986 as amended the Code depends upon whether the owners of the acquired business own 80 or more of the voting stock of the surviving entity If a transaction were structured to take advantage of these provisions rather than other tax free provisions provided under the Code all prior stockholders would in such circumstances retain 10 or less of the total issued and outstanding shares of the surviving entity
We anticipate difficulty in obtaining financing from other sources since we have no income and limited cash reserves We are presently reliant on capital contributions towards expenses from our sole officer and director Ryohei Uetaki Our sole officer and director has not guaranteed that he will continue to support our capital needs Therefore we may not have the ability to continue as a going concern
The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction As part of such a transaction all or a majority of the Registrant s directors may resign and one or more new directors may be appointed without any vote by stockholders
The Company anticipates that prior to consummating any acquisition or merger the Company if required by relevant state laws and regulations will seek to have the transaction approved by stockholders in the appropriate manner Certain types of transactions may be entered into solely by Board of Directors approval without stockholder approval
Under Nevada law certain actions that would routinely be taken at a meeting of stockholders may be taken by written consent of stockholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders Thus if stockholders holding a majority of the outstanding shares decide by written consent to consummate an acquisition or a merger minority stockholders would not be given the opportunity to vote on the issue If stockholder approval is required the Board will have discretion to consummate the transaction by written consent if it is determined to be in the Company s best interest to do so Regardless of whether an acquisition or merger is approved by Board action alone by written consent or by holding a stockholders meeting the Company will provide to its stockholders complete disclosure documentation concerning the potential target including requisite financial statements This information will be disseminated by proxy statement in the event a stockholders meeting is held or by an information statement if the action is taken by written consent
It is anticipated that the investigation of specific business opportunities and the negotiation drafting and execution of relevant agreements disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants attorneys and others We estimate such cost to be approximately 30 000 If a decision is made not to participate in a specific business opportunity the costs theretofore incurred in the related investigation might not be recoverable Furthermore even if an agreement is reached for the participation in a specific business opportunity the failure to consummate that transaction may result in the loss to the Company of the related costs incurred
We presently have no employees apart from our management which consists of one person our sole officer and director Mr Ryohei Uetaki Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business approximately ten 10 hours per week until the acquisition of a successful business opportunity has been identified We expect no significant changes in the number of our employees other than such changes if any incident to a business combination
Furthermore the analysis of new business opportunities will be undertaken by or under the supervision of Ryohei Uetaki the sole officer and director of the Company who is not a professional business analyst and in all likelihood will not be experienced in matters relating to the target business opportunity The inexperience of Mr Uetaki and the fact that the analysis and evaluation of a potential business combination is to be taken under his supervision may adversely impact the Company s ability to identify and consummate a successful business combination There is no guarantee that Mr Uetaki will be able to identify a business combination target that is suitable for the Company Ryohei Uetaki the sole officer and director of the company may hire third parties to conduct an analysis for a target company or any other business opportunities
As an emerging growth company we are exempt from Section 404 b of Sarbanes Oxley Section 404 a requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting This statement shall also assess the effectiveness of such internal controls and procedures Section 404 b requires that the registered accounting firm shall in the same report attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102 b 2 of the Jobs Act that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies As a result of this election our financial statements may not be comparable to companies that comply with public company effective dates
Currently the security of our information is managed by Mr Ryohei Uetaki our sole officer and director While Mr Uetaki believes he can maintain adequate internal security measures at this stage there is no guarantee that this will prevent potential breaches disruptions to our operations or other related issues
We neither rent nor own any properties We currently have no policy with respect to investments or interests in real estate real estate mortgages or securities of or interests in persons primarily engaged in real estate activities We currently utilize related party office space and equipment at no cost
From time to time we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business prospects financial condition or results of operations To the best of our knowledge no adverse legal activity is anticipated or threatened
As of the date of this Annual Report we have approximately 98 shareholders of record of our Common Stock This is inclusive of Cede and Co which is deemed to be one shareholder of record For further clarification Cede Co is currently defined by the NASDAQ as a Nominee name for The Depository Trust Company a large clearing house that holds shares in its name for banks brokers and institutions in order to expedite the sale and transfer of stock
We are currently investigating and if such investigation warrants looking to acquire or merge with a target company or business seeking the perceived advantages of being a publicly held corporation We are an emerging growth company EGC that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act the JOBS Act that eases restrictions on the sale of securities and increases the number of shareholders a company must have before becoming subject to the U S Securities and Exchange Commissions SEC s reporting and disclosure rules See Emerging Growth Companies section above Our principal business objective for the next 12 months and beyond such time will be to achieve long term growth potential through a combination with a business rather than immediate short term earnings We will not restrict our potential candidate target companies to any specific business industry or geographical location and thus may acquire any type of business
We do not currently engage in any business activities that provide substantial cash flow The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts as necessary to be loaned to or invested in us by our management or other potential investors
We believe we will be able to meet the costs of filing Exchange Act reports during the next 12 months through use of funds to be loaned to or invested in us by Mr Ryohei Uetaki our sole officer and director However there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us If we enter into a business combination with a target entity we will require the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement To date we have had no discussions with our sole officer and director Mr Ryohei Uetaki regarding funding and no funding commitment for future expenses has been obtained If in the future we need funds to pay expenses we will consider these and other yet to be identified options for raising funds and or paying expenses If Mr Uetaki does not loan to or invest sufficient funds in us then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine
We have negative working capital a stockholder deficit and have no source of revenues These conditions raise substantial doubt about our ability to continue as a going concern Going forward we will be devoting our efforts to locating merger candidates Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital locate and complete a merger with another company and ultimately achieve profitable operations
The Company may consider a business which has recently commenced operations is in need of additional funds for expansion into new products or markets is seeking to develop a new product or service or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets increase its visibility in the investment community and offer the opportunity to utilize its stock to make acquisitions However there is no assurance that the Company will have greater access to capital due to its public company status and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks and challenges In the alternative a business combination may involve the acquisition of or merger with a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding among other things the time delays significant expense and loss of voting control which may occur in a public offering
We have and will continue to have no capital with which to provide the owners of business entities with any cash or other assets However we offer owners of target businesses the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means Nevertheless upon affecting an acquisition or merger with us there will be costs and time required by the target business to provide comprehensive business and financial disclosure such as the terms of the transaction and a description of the business and management of the target business among other things and will include audited consolidated financial statements of the Company giving effect to the business combination as part of a filing on Form 8 K
Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth including entities without established records of sales or earnings In that event we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies In addition we may affect a business combination with an entity in an industry characterized by a high level of risk and although our management will endeavor to evaluate the risks inherent in a particular target business there can be no assurance that we will properly ascertain or assess all significant risks
Our management anticipates that we will likely be able to affect only one business combination due primarily to our limited financing This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against gains from another
Current economic and financial conditions are volatile and affect the selection of a business combination and increase the complex ability of the Company s goals Business and consumer concerns over the economy geopolitical issues the availability and cost of credit the U S financial markets and the national debt have contributed to this volatility These factors combined with declining and failing businesses reduced consumer confidence and increased unemployment have caused a global slowdown We cannot accurately predict how long these current economic conditions will persist whether the economy will deteriorate further and how we will be affected
Because of general economic conditions rapid technological advances being made in some industries and shortages of available capital our management believes that there are the perceived benefits of becoming a publicly traded corporation Such perceived benefits of becoming a publicly traded corporation include among other things facilitating or improving the terms on which additional equity financing may be obtained providing liquidity for the principals of and investors in a business creating a means for providing incentive stock options or similar benefits to key employees and offering greater flexibility in structuring acquisitions joint ventures and the like through the issuance of stock Potentially available business combinations may occur in many different industries and at various stages of development all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex
We intend to search for a target business combination by contacting various sources including but not limited to our affiliates lenders investment banking firms private equity funds financial advisors and similar persons accounting firms and attorneys notwithstanding us contacting any business directly The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact However there is no assurance that we will locate a target company for a business combination
General and administrative expenses increased to 261 125 for the year ended July 31 2025 compared to 245 274 for the prior year This increase of 15 851 reflects higher professional fees associated with maintaining compliance The Company did not generate any revenues during either period and operating expenses continue to represent the majority of the Company s net losses
Other comprehensive income loss primarily reflects the impact of foreign currency translation adjustments For the year ended July 31 2025 the Company recorded foreign currency translation income of 5 887 compared to a loss of 599 for the year ended July 31 2024 As a result the Company reported a total comprehensive loss of 255 238 for fiscal 2025 compared to a total comprehensive loss of 245 873 for fiscal 2024
Given its limited cash resources recurring losses from operations and reliance on related party financing the Company s ability to continue as a going concern is dependent upon obtaining additional financing and ultimately achieving profitable operations Management intends to continue seeking funding through related party support and other potential financing arrangements however there is no assurance that such funding will be available on terms acceptable to the Company or at all
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 is material to investors
We prepare our financial statements in conformity with U S GAAP which requires management to make certain estimates and apply judgments We base our estimates and judgments on historical experience current trends and other factors that management believes to be important at the time the financial statements are prepared Due to the need to make estimates about the effect of matters that are inherently uncertain materially different amounts could be reported under different conditions or using different assumptions On a regular basis we review our critical accounting policies and how they are applied in the preparation of our financial statements While we believe that the historical experience current trends and other factors considered support the preparation of our financial statements in conformity with U S GAAP actual results could differ from our estimates and such differences could be material We did not identify any critical accounting policies and estimates for the years ended July 31 2025 and 2024
We have audited the accompanying balance sheets of Ultimate Holdings Group Inc the Company as of July 31 2025 and 2024 and the related statements of operations and comprehensive loss changes in shareholders deficit and cash flows for the years then ended 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 July 31 2025 and 2024 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As discussed in Note 3 to the financial statements the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern Management s plans in regard to these matters are also described in Note 3 The financial statements do not include any adjustments that might result from the outcome of this uncertainty
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
On November 15 2022 the Company Successor completed a reorganization with Luboa Group Inc LBAO or Predecessor a Nevada corporation both of which are under common control Pursuant to the reorganization each share of Predecessor common stock issued and outstanding immediately prior to the reorganization was converted into one validly issued fully paid and non assessable share of Successor common stock In connection with the reorganization LBAO issued 500 000 000 shares of common stock to CRS Consulting LLC CRS a Wyoming limited liability company and made CRS the controlling shareholder of the Predecessor before the reorganization
On April 21 2023 the Company entered into a Share Purchase Agreement with CRS and SKYPR LLC a Delaware Limited Liability Company SKYPR pursuant to which on April 21 2023 Closing Date CRS sold 493 884 000 shares of common stock representing approximately 80 75 voting control of the Company The consummation of the transactions resulted in a change in control of the Company with SKYPR becoming the Company s largest controlling stockholder The sole member of SKYPR is Ryohei Uetaki
On the Closing Date Mr Paul Moody resigned as the Company s Chief Executive Officer Chief Financial Officer President Secretary and Treasurer Also on the Closing Date Mr Ryohei Uetaki was appointed as the Company s Chief Executive Officer Chief Financial Officer President Secretary Treasurer and Director
This summary of significant accounting policies is presented to assist in understanding the Company s financial statements These accounting policies conform to accounting principles generally accepted in the United States of America U S GAAP and have been consistently applied in the preparation of the financial statements
The preparation of financial statements in conformity with U S GAAP 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 These estimates are based on information available as of the date of the financial statements Significant estimates required to be made by management include but are not limited to valuation allowance of deferred tax assets Actual results could differ from the estimates
The Company accounts for income taxes under ASC 740 Income Taxes Under the asset and liability method of ASC 740 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations No deferred tax assets or liabilities were recognized as of July 31 2025 and 2024
The Company computes basic and diluted earnings loss per share in accordance with ASC 260 Earnings per Share Basic earnings loss per share is computed by dividing net income loss by the weighted average number of common shares outstanding during the reporting period Diluted earnings loss per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company
The Company s balance sheets include certain financial instruments The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization ASC 820 Fair Value Measurements and Disclosures 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 that distinguishes between 1 market participant assumptions developed based on market data obtained from independent sources observable inputs and 2 an entity s own assumptions about market participant assumptions developed based on the best information available in the circumstances unobservable inputs The fair value hierarchy consists of three broad levels which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities Level 1 and the lowest priority to unobservable inputs Level 3 The three levels of the fair value hierarchy are described below
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly including quoted prices for similar assets or liabilities in active markets quoted prices for identical or similar assets or liabilities in markets that are not active inputs other than quoted prices that are observable for the asset or liability e g interest rates and inputs that are derived principally from or corroborated by observable market data by correlation or other means
Parties which can be an entity or individual are considered to be related if they have the ability directly or indirectly to control the other party or exercise significant influence over the other party in making financial and operational decisions Entities are also considered to be related if they are subject to common control or common significant influence
Transactions involving related parties cannot be presumed to be carried out on an arm s length basis as the requisite conditions of competitive free market dealings may not exist Representations about transactions with related parties if made shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm s length transactions unless such representations can be substantiated
The Company maintains its books and record in its local currency Japanese YEN JPY which is a functional currency as being the primary currency of the economic environment in which its operation is conducted Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates The resulting exchange differences are recorded in the statements of operations
The reporting currency of the Company is the United States Dollars US and the accompanying financial statements have been expressed in US In accordance with ASC Topic 830 30 Translation of Financial Statement assets and liabilities of the Company whose functional currency is not US are translated into US using the exchange rate on the balance sheet date Revenues and expenses are translated at average rates prevailing during the period Shareholders equity is translated at historical exchange rate at the time of transaction The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income loss within the statements of shareholders equity
ASC Topic 220 Comprehensive Income establishes standards for reporting and display of comprehensive income or loss its components and accumulated balances Comprehensive income or loss as defined includes all changes in equity during a period from non owner sources Accumulated comprehensive income loss as presented in the accompanying statements of shareholders deficit consists of changes in unrealized gains and losses on foreign currency translation
The Company demonstrates adverse conditions that raise substantial doubt about the Company s ability to continue as a going concern for one year following the issuance of these financial statements These adverse conditions are negative financial trends specifically operating loss working capital deficit and other adverse key financial ratios
The Company has not established any source of revenue to cover its operating costs Management plans to fund operating expenses with borrowings from a related party There is no assurance that the management s plan will be successful The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses the realization of which could not be considered more likely than not In future periods tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not As of July 31 2025 the Company has incurred a net loss of approximately 261 125 which resulted in a net operating loss for income tax purposes The loss results in an increase in deferred tax asset of approximately 54 836 at the effective statutory rate of 21 The deferred tax asset has been offset by an equal valuation allowance Given our inception on July 30 2021 and our fiscal year end of July 31 2025 we have completed only four taxable fiscal years
The Company follows ASC 450 20 Loss Contingencies to report accounting for contingencies Liabilities for loss contingencies arising from claims assessments litigation fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated There were no commitments or contingencies as of July 31 2025 and 2024
During the years ended July 31 2025 and 2024 Harbin Co Ltd Harbin a company wholly owned by Ryohei Uetaki the Chief Executive Officer and controlling shareholder of the Company paid operating expenses of 326 805 and 197 168 respectively on behalf of the Company Harbin also lent the Company 50 and 300 during the years ended July 31 2025 and 2024 respectively As of July 31 2025 and 2024 the amount due to Harbin was 539 667 and 217 474 respectively The balance is unsecured non interest bearing and due on demand
On May 3 2024 the Securities and Exchange Commission the SEC permanently suspended BF Borgers CPA PC BF Borgers from appearing or practicing before the SEC as a registered public accounting firm Following this order the Board of Directors of Ultimate Holdings Group Inc or the Company approved the dismissal of BF Borgers as the Company s independent registered public accounting firm
The reports of BF Borgers on the Company s financial statements for the fiscal years ended July 31 2023 and July 31 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty audit scope or accounting principles other than an explanatory paragraph relating to the Company s ability to continue as a going concern
During the fiscal years ended July 31 2023 and July 31 2022 and through the date of termination May 3 2024 there were no disagreements with BF Borgers on any matter of accounting principles or practices financial statement disclosure or auditing scope or procedure which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the financial statement for such years During the fiscal years ended July 31 2023 and July 31 2022 and through May 3 2024 there have been no reportable events as defined in Item 304 a 1 iv and Item 304 a 1 v of Registration S K except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company s Annual Report
On June 2 2024 the Board of Directors approved the engagement of MaloneBailey LLP as the Company s independent registered public accounting firm MaloneBailey LLP has subsequently audited the Company s financial information for the fiscal years ended July 31 2024 and 2023 and has continued to serve as the Company s PCAOB auditor on an ongoing basis
We maintain disclosure controls and procedures as such term is defined in Rule 13a 15 e and Rule 15d 15 e under the Exchange Act 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 and forms and that such information is accumulated and communicated to our management which at this time consists solely of our officer and director Ryohei Uetaki
As of July 31 2025 the end of the year covered by this Report we carried out an evaluation under the supervision of Mr Uetaki our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and the operation of our disclosure controls and procedures Mr Uetaki concluded that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses identified below
Our management comprised solely of Ryohei Uetaki is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a 15 f under the Exchange Act Internal control over financial reporting is a process including policies and procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U S generally accepted accounting principles Our management assessed our internal control over financial reporting using the criteria in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO A system of internal control over financial reporting is designed 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 Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements
Based on our evaluation under the framework in COSO our management concluded that our internal control over financial reporting was ineffective as of July 31 2025 based on such criteria Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls and that may be considered material weaknesses A material weakness is a significant deficiency or combination of deficiencies in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected As a result of the determination that there was a lack of resources to provide segregation of duties consistent with control objectives the lack of a formal audit committee and the lack of a formal review process that includes multiple levels of review over financial disclosure and reporting processes management has determined that material weaknesses existed as of July 31 2025
The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of our staff To address these material weaknesses and subject to the receipt of additional financing or cash flows we intend to undertake remediation measures to address the material weaknesses described in this Report including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight
A control system no matter how well conceived and operated can provide only reasonable not absolute assurance that the objectives of the control system are met under all potential conditions regardless of how remote and may not prevent or detect all errors and all fraud Because of the inherent limitations in all control systems no evaluation of controls can provide absolute assurance that all control issues 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 can occur because of a simple error or mistake Our internal control over financial reporting is designed 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
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting Management s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management s report in this Report
There have been no changes in our internal control over financial reporting as that term is defined in Rules 13 a 15 f and 15 d 15 f of the Exchange Act that have occurred during the fourth quarter ended July 31 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting
Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified or until his death resignation or removal Our executive officers are appointed by our board of directors and hold office until their death resignation or removal from office
Mr Ryohei Uetaki graduated from the Osaka Gakuin University Faculty of Commerce in 1997 In 2000 he incorporated Zero Step Ltd and assumed the position of president In 2006 Zero Step Ltd ceased all operations In 2006 Mr Uetaki joined EAZ Holdings Ltd as a director in charge of the company s marketing efforts Mr Uetaki remained as director of EAZ until 2007 From 2007 to 2019 he was engaged as an independent business consultant From 2017 to 2018 he served as an associated professor of Keio University Graduate School On October 25 2019 he was appointed as the president CEO and director of World Scan Project Inc On January 10 2020 he was appointed as the CEO and member of SKYPR LLC Inc On January 22 2020 he was appointed as the president CEO and director of World Scan Project Corporation October 19 2020 he was appointed as the president CEO and director of Kids Cell Technologies Inc On November 18 2020 he was appointed as the president CEO and director of Kids Cell Technologies Corporation On April 21 2023 he was appointed as the president CEO and director of Ultimate Holdings Group Inc On April 1 2025 he was appointed as the president CEO and director of AIS Holdings Group Inc Currently he serves as the officer and director of World Scan Project Inc World Scan project Corporation SKYPR LLC Ultimate Holdings Group Inc and AIS Holdings Group Inc
We currently do not have nominating compensation or audit committees or committees performing similar functions nor do we have a written nominating compensation or audit committee charter Our board of directors comprised solely of Ryohei Uetaki believes that it is not necessary to have such committees given our current size and the limited scope of our business Currently our board of directors is performing the functions of such committees
In lieu of an Audit Committee our board of directors comprised solely of Ryohei Uetaki is responsible for reviewing and making recommendations concerning the selection of outside auditors reviewing the scope results and effectiveness of the annual audit of our financial statements and other services provided by our independent registered public accounting firm Our board of directors our Chief Executive Officer and our Chief Financial Officer all of whom are Ryohei Uetaki review our internal accounting controls practices and policies
Our board of directors comprised solely of Ryohei Uetaki has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 407 d 5 of Regulation S K We believe that given our current size and the limited scope of our business retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome We will consider establishing an Audit Committee and identifying an individual to serve as an independent director and as the audit committee financial expert when so required
As of July 31 2025 we had not effected any material changes to the procedures by which our stockholders may recommend nominees to our board of directors As of July 31 2025 we do not have any stockholders We do not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors Our board of directors believes that given the stage of our development a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees Our board of directors will assess all candidates whether submitted by management or future stockholders and make recommendations for election or appointment
Section 16 a of the Exchange Act requires the Company s executive officers directors and persons who beneficially own more than ten percent of a registered class of the Company s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of the Company s common stock Such officers directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16 a forms that they file with the SEC
The following table sets forth as of July 31 2025 and the current date the number of shares of common stock owned of record and beneficially by i each of our current directors ii each of our named executive officers iii our directors and executive officers as a group and iv each stockholder known by us to be the beneficial owner of more than 5 of our outstanding common stock Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares Unless otherwise indicated the persons named in the table have sole voting and investment power with respect to the number of shares indicated as beneficial owned by them
1 Ryohei Uetaki currently serves as our Chief Executive Officer Chief Financial Officer President Director Secretary and Treasurer Ryohei Uetaki owns 100 of the membership interests in SKYPR LLC a Delaware Limited Liability Company which owns 493 884 000 shares of our common stock The table above includes the share ownership of SKYPR LLC held directly in its name and Mr Uetaki s indirect ownership which is solely comprised of the shares held in the name of SKYPR LLC
Beneficial ownership has been determined in accordance with Rule 13d 3 under the Exchange Act Under this rule certain shares may be deemed to be beneficially owned by more than one person if for example persons share the power to vote or the power to dispose of the shares In addition shares are deemed to be beneficially owned by a person if the person has the right to acquire shares for example upon exercise of an option or warrant within 60 days of the date as of which the information is provided In computing the percentage ownership of any person the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights As a result the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person s actual voting power at any particular date
During the years ended July 31 2025 and 2024 Harbin Co Ltd Harbin a company wholly owned by Ryohei Uetaki the Chief Executive Officer and controlling shareholder of the Company paid operating expenses of 326 805 and 197 168 respectively on behalf of the Company Harbin also lent the Company 50 and 300 during the years ended July 31 2025 and 2024 respectively As of July 31 2025 and 2024 the amount due to Harbin was 539 667 and 217 474 respectively The balance is unsecured non interest bearing and due on demand
Currently we do not have a separately designed Audit Committee Instead our entire board of directors performs those functions Accordingly our board of directors was response for pre approving all services provided by our independent registered public accounting firm The above fees were reviewed and approved by our board of directors before the services were rendered

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